Company Liquidation via merger

Closing a company in Estonia must follow a legally defined procedure — it cannot be simply “abandoned” without serious consequences. If your company is no longer active and has no debts, liquidation via merger with a physical person (usually the shareholder) is a fast, cost-effective alternative to standard liquidation.

In this process, all company assets and obligations are legally merged with your personal property. The company ceases to exist, and its liabilities (if any) are assumed by you as an individual. This method is only suitable if you are the sole shareholder and have no outstanding creditors or tax obligations.

⚠️ Important:
Failing to properly close a company may lead to audits, penalties, and personal legal liability for directors and shareholders. This is the only safe and compliant way to terminate business activity in Estonia without a full standard liquidation.

Included in liquidation via merger with a physical person:

• Consultation on simplified merger procedure
  We review your case and explain the requirements step by step.
• Preparation of merger and owner’s resolutions
  Full legal drafting of the required resolutions to initiate the merger process.
  
• Assistance with notarial formalities
  We arrange and support the notarization of the merger decision.
  
• Drafting of required board confirmations
  We prepare declarations needed for the merger to comply with Estonian law.
  
• Public announcement of the merger
  We publish the required merger notice in the Estonian official gazette (Ametlikud Teadaanded).
  
• Merger balance sheet
  For current Magrat accounting clients, we draft the required merger balance. If you are not a client, accounting support is available separately.
  
• Payment of notary fees on your behalf (deal value up to €5,000)

Base Case Scenario

• You are the sole shareholder and management board member
• You have an Estonian ID or e-Residency card
• Your company has no debts
• You are not bankrupt, and you have no creditor claims

Extra Costs

• 💼 If the shareholder is married — an additional €200 applies due to the need to prepare extra documentation for the spouse (even if they are not listed as a shareholder).
• 🔖 Certified translations (if required) — priced separately

Please note that during liquidation, the company’s latest annual report or current balance sheet will be reviewed by Estonian Tax Department. If it shows that there are remaining assets or undistributed profits, you will be required to pay taxes in Estonia and potentially also in your country of tax residence. We recommend planning for this in advance to avoid any unexpected tax obligations.