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Running a Estonian Company as remote (Closing/Hibernating Company)

How can I close my company and how much does it cost?

If you decide to close your company in Estonia, there’s a requirement to appoint an official liquidator, and at least one liquidator must reside in Estonia. This means you’ll need somebody in Estonia to assist you, even if you happen to be familiar with the process and already have the required input. If you do need to close your company, we recommend a so-called voluntary dissolution (liquidation), which is the traditional approach.

In practice, the entire liquidation process takes 8-10 months for a micro-business. There are numerous steps involved in the process, including compiling and submitting various applications and notices to the public authorities in Estonia. Some accounting and legal assistance will be required. There are also some required timelines which can’t be compressed to shorten the period. However, the process itself is rather straightforward and doesn’t require significant effort from your side.

As a prerequisite, your company has to complete the following steps before beginning the process:

  • Clear all debts and obligations (if you have none, just consider this a friendly reminder)

  • If applicable, terminate its VAT payer status (we’ll send the relevant application)

There is also a requirement to appoint an official liquidator, and at least one liquidator must reside in Estonia. This means you’ll need somebody in Estonia to assist you, even if you happen to be familiar with the process and already have the required input.

We’re happy to assist our clients in this process if necessary, but this isn’t included in our standard price. Namely, we charge €200 + VAT (€240 in total) for the assistance. It’s a one-time fee, and once we enter the official process of termination, no monthly fee will be charged in parallel. But you can also find an alternative service provider who’s willing to do it – you’re not tied to us.

Can I pause/hibernate my company?

By law an Estonian company cannot be ‘paused’ or ‘hibernated’. It can be either active, in dissolution, or permanently closed.

However, we understand the necessity of an option like this. On one hand, you could terminate your LeapIN service agreement anytime you like to cut costs, but in order to keep your company in the Business Register, you need to find an alternative service provider who can offer you the legal address and local contact person functions, required by the Business Register. So there’s no option to cut your running costs to zero, but they can be reduced. You can find possible service providers for the address and contact person from the e-Residency website.

For LeapIN customers in this situation, we can offer you a chance to downgrade your LeapIN service plan to ‘hibernate’ status. This means:

  • We’ll still keep on providing the required legal address, contact person and compliance for the company, and preserve the transactions and documents collected for accounting purposes so far

  • But we won’t process transactions nor provide active accounting support during the ‘hibernation’ period

  • Once you decide to start using your Estonian company again, it’s easy to reactivate the account at full scale, and at no extra cost.

  • During the ‘hibernation’ period we charge a reduced monthly fee of €29 + 20% VAT.

  • There is no minimum or maximum time period for the ‘hibernation’ status. Take your time to re-build your business.

If applicable: As a prerequisite, your company would need to terminate the VAT payer status in Estonia.

If I close my company, how can I pay out any remaining money?

You can only receive money from your company if you have no standing obligations (to suppliers, tax authorities) and there are still excess funds on your account. If this is the case, you’ll be able to transfer these funds to the shareholder, i.e. you. If you also paid €2500 as your share capital, it’ll be returned to you, tax free, as well.

The excess money on your account, and your share capital, can be returned to the shareholder four months from the initial start of the liquidation process. Please note that the liquidation process can sometimes take 2 months to start, as it depends on the business registry. They need to accept your company closing application and this takes time. For example, if you start the process in July, the money can be returned in December at the earliest.

Any dividend payments depend on the profit, which is calculated based on the numbers in the annual report, or liquidation report, so until the liquidation report is finalized (and you know whether the company is in profit or loss) and all the other processes have been finished, you cannot pay out any dividends. We’ll notify you when you’re able to receive the leftover money from your company.

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