Estonia Restructuring — OÜ Dissolution, EU Mergers & IP Migration

Voluntary dissolution of an OÜ moves in steps: a shareholder resolution (2/3 majority), appointment of a liquidator, notice in the official gazette (Ametlikud Teadaanded) with a three-month creditor-claim window, settlement of all liabilities, distribution of the remaining assets, and deregistration from the e-Business Register. Usually 4–6 months. With no debts and no employees, an expedited procedure through the e-Business Register is available.

Yes. Under the Commercial Code an OÜ converts into an AS (public limited company), a general partnership, or a limited partnership — through a formal procedure with shareholder approval, a conversion plan, and re-registration. Cross-border conversions within the EU are allowed too, under the EU Mobility Directive.

Merging two Estonian OÜs requires a merger agreement from both companies, shareholder approval (2/3 majority), filing with the e-Business Register, a one-month creditor-objection window, and completion of registration. It's structured as absorption (one absorbs the other) or consolidation (both dissolve, a new entity forms). With genuine business reasons, a tax-neutral merger is possible. The whole process runs about 3–6 months.

Cross-border mergers, divisions, and conversions involving Estonian OÜs are governed by the Commercial Code implementing the EU Mobility Directive. The procedure: a conversion/merger plan, an independent expert report, shareholder approval, and registration filings in both jurisdictions. The Estonian Commercial Register coordinates with the authority in the destination country. The multi-jurisdiction filings, we run ourselves — usually 4–9 months.

Business reorganisations — mergers, divisions, transfers of business — pass tax-neutrally under Estonian law when they qualify as genuine commercial transactions and no cash consideration changes hands. Transferring assets at market value taxes the gain at 22% CIT (22/78 mechanics, since 1 January 2025). Where CASP or EMI licences are involved, restructuring is pre-cleared with the FSA — licences don't transfer automatically.