What this area covers: liquidation in Estonia
Liquidation is one of 6 parts of our “Restructuring” practice. It covers the full cycle from initial scoping to operational launch, run by a single named partner from our Estonia practice.
What it is in Estonia: voluntary / compulsory liquidation.
How we handle liquidation
The “Liquidation” project in Estonia is structured as a 4-stage process run by a single named partner.
M&A support, voluntary dissolution, cross-border entity migration, and IP transfers — clean exits and clean moves.
The same desk that runs liquidation handles your banking, bookkeeping, compliance and — where needed — your wind-down.INNOVA · Operating model
Why Estonia
Estonia is a digital state with one of the most convenient corporate systems in the EU: e-Residency for remote management, deferred corporate tax (payable only on distributed profit), and an EU passport for your structures. One of our priority hubs for crypto projects and European operating companies.
A reliable regulatory environment
Banking ecosystem
Corporate tax 22% on distribution (the 22/78 mechanism, from 01.01.2025; 0% on retained profit)
INNOVA represented on the ground
Why INNOVA
Operational differences that hold up on the 2nd, 5th and 10th project — not just at first impression.
One partner — the whole cycle
Registration, banking, tax, compliance, immigration — run by one team from start to finish.
14 years of practice
Working since 2012 through several regulatory cycles — including FATCA/CRS, the tightening of banking, and the introduction of UAE CT.
Regulator-grade documentation
Every output document is ready for audit and investor scrutiny — whatever the size of the deal.
Multi-jurisdiction within the group
Cross-border work is handled inside the group — no chain of external subcontractors.
How the work is structured
A 4-stage process led by a single named partner — from the intro call to the operational hand-over.
Diagnostics
Current state, objectives and constraints
Route design
Roadmap and tax position
Execution
Filings, transfers and closures
Liquidation
Final reporting and liquidation
What we need from you · what you get from us
What we need from you to begin — and what you walk away with. We won't pester you with needless questions: we already have most of the answers.
- Current entity structuredocumented
- Ownership and shareholdingverified
- Outstanding liabilitiesstated
- Tax position (current)reviewed
- Restructured entity layoutdocumented
- Intercompany agreementssigned
- Tax-clearance certificatewhere applicable
- Liquidation/strike-off (if needed)completed
- Final filings submittedregulator
Four ways to work together
We don't quote a fixed price without understanding your situation — cost depends on the complexity of your case. Start with an initial call, then we pick the right format.
Intro call
A 30-minute online consultation. We discuss your situation, define the project scope, and propose a structure and timeline.
Written analysis
A written consultation with a full review of the business — tax positioning, structure options, jurisdiction comparison, banking path. Turnaround: 5 business days.
Operating roadmap
For complex situations — multi-jurisdiction structures, regulated activity, founder relocation. A full plan with stages, dependencies, deliverables and timing.
Direct execution
You know what you need — we execute. No advisory mark-up and no discovery phase.
Fill in the questionnaire
Complete the online questionnaire: it creates your account on the portal, where your structure, renewal reminders and documents will live.
Fill in the questionnaire
4 steps · creates an INNOVA portal account · 24h review.
Once you submit the questionnaire we create a portal account. Inside: your live structure, a renewals calendar (annual returns, register updates, tax filings), a document vault (certificates, share register, bank letters), a partner chat and project status. A single place for your entire operational life.
From a client
A review from a client who went through a comparable project. Verified, the engagement is ongoing.
Frequently asked questions
The questions we're asked most often. If yours isn't here, an intro call is the fastest way to get an answer.
Most “Liquidation” projects in Estonia run 3–6 months start to finish. The fastest stage is document filing; the longest is post-registration onboarding (banking, tax registration). A single named partner runs the project throughout.
Scope and price — project-based. Scope turns on the ownership structure, the number of jurisdictions involved and whether the activity is regulated. A fixed quote follows a 30-minute scoping call.
In most cases, no. The entire process runs remotely under a notarised power of attorney. A handful of jurisdictions require an in-person visit (typically biometrics for a residence permit) — we plan those as efficiently as possible.
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. We build the conversion plan to cut through the tax and regulatory friction, especially where licences are in play.
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.
Liquidation in other countries
The same service — in every jurisdiction we run. One desk, one standard.
