The ten documents required in every Estonian company liquidation are: shareholders’ resolution, liquidator appointment record, Business Register application, publication in Ametlikud Teadaanded, written creditor notifications, opening balance sheet, closing balance sheet, shareholders’ approval of final accounts, tax clearance certificate from the Tax and Customs Board, and deletion application. Additional documents apply for non-residents, VAT-registered companies, and companies with employees or active contracts.
The sections below cover every document in full: what it is, when it is needed, who prepares or issues it, how it must be signed, and what happens if it is missing or incorrect.
10 Always required
6 Situational
7 yrs Financial record retention
10 yrs Employment record retention
When Each Document Is Needed
Documents arise at different stages of the process. The map below shows which steps generate or require documents — highlighted steps are the ones where documentation is most concentrated.
Below columns = steps that require documents to be prepared or submitted. Step 5 involves financial transactions but no formal document submissions to state bodies.
SECTION 01 — Mandatory Documents
Required in every voluntary liquidation, regardless of company type or owner residency
The documents required depend on the statutory stage and the company’s circumstances. The core set runs from the shareholders’ resolution and the dissolution entry through the liquidation report, the final liquidation report and asset distribution plan, and the deletion application.
01 — Shareholders’ Resolution on Liquidation
Step 1 — Day 1 ● Required
The formal decision to dissolve the company, passed by vote. Must record the outcome of the vote, the appointed liquidator, and the date. The company is deemed dissolved when the dissolution entry is made in the Commercial Register. Apply the current Commercial Register state fee applicable to the filing; do not present €18 as a fixed current fee unless verified for the specific application.
Signing requirements:
•
E-residents and Estonian residents: digital signature using e-resident ID card or Mobile-ID. Legally equivalent to a handwritten signature.
•
Non-residents without an accepted digital-signature solution may need notarised documents or representation under a properly executed power of attorney. Apostille or other legalisation is required only where applicable.
•
Required majority: ⅔ of shares, unless the articles of association set a higher threshold.
02 — Liquidator Appointment Record
Step 2 — Day 1 ● Required
Documents the formal appointment of the liquidator: full name, contact details, and confirmation of acceptance of the role. Submitted to the Business Register alongside the liquidation application.
03 — Business Register Application for the Dissolution Entry
Step 3 — Days 1–3 ● Required
Filed via ariregister.rik.ee to record the company entering liquidation status. The dissolution entry application is submitted by the management board; the initial liquidator registration application is also signed by the liquidators. Once processed, the company name gains the suffix “likvideerimisel” (in liquidation) in the public register.
04 — Publication in Ametlikud Teadaanded
Step 3 — Days 1–5 ● Required
A formal liquidation notice published in Estonia’s official announcements portal (teadaanded.ee). This starts the four-month period during which creditors may submit their claims. Cost: approximately €7.
The four-month creditor claim period begins from the date of publication. — not from the date of the shareholders’ resolution. Filing the publication promptly minimises unnecessary delay.
05 — Written Creditor Notifications
Step 4 — After publication ● Required
Individual written notices sent directly to every known creditor informing them of the liquidation and their right to file a claim. The public announcement alone does not satisfy this requirement.
What counts as a ‘known creditor’?
- Suppliers and contractors with outstanding invoices
- Banks or lenders with active loan agreements
- Former employees with unsettled claims
- Known creditors must be notified individually. Tax obligations and communication with EMTA are handled through the applicable tax and register procedures.
- Any party with a contractual right to payment from the company
The liquidator must retain proof of each notification (sent email, courier receipt, postal tracking). Failure to notify a known creditor individually makes the liquidator personally liable if that creditor later suffers a loss.
06 — Liquidation Report (including the opening liquidation balance sheet)
Step 4 — within 4 months of the dissolution resolution ● Required
The liquidation report, which includes the opening liquidation balance sheet, is submitted within four months of the dissolution resolution. The balance sheet is prepared as of the date the liquidation resolution takes effect and establishes the financial starting point: all assets, liabilities, and equity at the moment liquidation begins.
Prepared by:
The liquidator, with accounting assistance. It must be prepared in accordance with the Accounting Act and the financial reporting framework applied by the company, and is approved by the shareholders. It is the foundation on which the final liquidation report and the asset distribution plan are based.
07 — Final Liquidation Report, including the Asset Distribution Plan
Step 6 — After debts settled ● Required
Prepared after creditor claims have been satisfied or, where required, the relevant amounts have been deposited or sufficient security provided. Assets do not necessarily have to be sold if distribution in another form is permitted. Shows the net amount available for distribution to shareholders. Forms the basis for the corporate income tax calculation on the distribution.
What the final liquidation report determines:
- Distributable amount: total assets remaining after all liabilities are paid
- CIT liability: corporate income tax at 22/78 generally applies to the portion of the liquidation distribution exceeding qualifying equity contributions previously made to the company and recorded for Estonian tax purposes.
- Per-shareholder entitlement: generally calculated according to the nominal values of the shares unless the articles of association provide otherwise.
08 — Notice to Shareholders that the Final Liquidation Report is Available for Examination
Step 6 — Before distribution ● Required
After creditor claims have been satisfied or secured, the liquidator prepares the final liquidation report, including the asset distribution plan, and notifies the shareholders that it is available for examination. The shareholders examine the report; statutory examination and challenge periods apply. The deletion application is subject to the statutory waiting periods and confirmations required by the Commercial Code.
9 — Deletion Application to the Business Register
Step 9 — Final step ● Required
The final filing submitted via ariregister.rik.ee to remove the company from the register. The deletion application must include the final balance sheet and asset distribution plan and the confirmations required from all liquidators. A separate EMTA tax clearance certificate is not generally attached by the company.
SECTION 02 — Situational Documents
Required only in specific circumstances — confirm which apply before starting the process
The following documents apply depending on the company’s ownership structure, registration status, and operational history. Identify which apply at the outset to avoid last-minute delays.
Non-Residents Without E-Residency
Required when: the shareholder or liquidator does not hold an Estonian e-resident digital ID
- Power of attorney or notarised documents, where required; apostille or other legalisation only where applicable
- Passport copy or equivalent identity document
- Apostille certification for the home country
VAT-Registered Companies
Required when: the company is registered in the Estonian VAT register
- Final VAT return (covering period to deregistration date)
- VAT deregistration application to MTA
- Input VAT adjustment records (capital assets, if applicable)
Companies with Employees
Required when: the company has or had employees at any point
- Employment termination notices under the Employment Contracts Act
- Final payslips and redundancy payment records
- Required employment and tax register updates, where applicable
- Written employment contracts must generally be retained for 10 years after termination of the employment contract.
Companies with Licences or Contracts
Required when: the company holds regulated licences or active commercial contracts
- Licence surrender confirmation from relevant authority
- Contract termination or assignment agreements
- Lease termination documentation (if applicable)
Multi-Year Liquidations
Required when: the liquidation spans more than one financial year
- Interim annual report (filed with Business Register)
- Interim financial statements for the partial year
Companies with Bank Accounts
Required when: the company holds accounts at Estonian banks or EMIs
- Bank account closure request (submitted to each bank)
- Final bank statement confirming zero balance
- Written confirmation of account closure from the bank
SECTION 03 — Quick Reference
All documents, their step, and who prepares or issues them
| Document |
Step |
Prepared / Issued By |
| Shareholders’ resolution |
1 |
Shareholders |
| Liquidator appointment record |
2 |
Shareholders / liquidator |
| Business Register application for the dissolution entry |
3 |
Management board; the initial liquidator registration application is also signed by the liquidators |
| Publication in Ametlikud Teadaanded |
3 |
Liquidator (via teadaanded.ee) |
| Written creditor notifications |
4 |
Liquidator |
| Liquidation report (including the opening liquidation balance sheet) |
4 — submit within 4 months of the dissolution resolution |
Liquidator, with accounting assistance; approved by shareholders |
| Power of attorney (if applicable) |
1–8 |
Shareholder + notary |
| VAT deregistration (if applicable) |
4–5 |
Liquidator / accountant |
| Employee termination records (if any) |
5 |
Liquidator |
| Final liquidation report, including the asset distribution plan |
6 |
Liquidator, with accounting assistance |
| Notice to shareholders that the final liquidation report is available for examination |
6 |
Liquidator; shareholders examine the report. Statutory examination and challenge periods apply. |
| Asset distribution records |
7 |
Liquidator / accountant |
| Tax and Customs Board consent where required |
Final deletion stage |
Requested by the registrar under the statutory procedure |
| Deletion application |
8 |
Liquidator |
Document Retention After Deletion
Deleting the company from the register does not end the obligation to retain records. The Estonian Accounting Act and Employment Contracts Act set minimum retention periods that run from the date of deletion — not from the document creation date. Before deletion, the liquidators must deposit the company’s documents with a liquidator, archive keeper or another trustworthy person. The depositary is responsible for preserving them for the statutory retention period.
| Document Type |
Retention Period |
| Accounting source documents and relevant accounting records |
Generally 7 years from the end of the financial year to which they relate |
| Financial statements and accounting reports |
Generally 7 years from the end of the corresponding financial year |
| Documents relevant for taxation |
Generally at least 7 years from 1 January of the year following preparation or receipt, unless another statutory period applies |
| Written employment contracts |
10 years after termination of the employment contract; other payroll and employment records may be subject to different statutory retention periods |
| Employee personal data |
Retain only for as long as necessary for the applicable legal purpose and any statutory retention period; GDPR does not establish a general 10-year retention period |
| Corporate documents |
Retention depends on the type of document and the applicable statutory preservation requirement; do not apply a universal seven-year period from deletion |
| Liquidation and accounting documents |
Preserve for the statutory periods applicable to the relevant document, generally calculated from the relevant financial year or document period rather than the deletion date |
Frequently Asked Questions
