In normal circumstances you as the owner of the company make decisions about your company. Sometimes those decisions are made by the government.
In 2023 Estonian government introduced legislation that gave the business register the authority to delete companies in case their owners fail to comply with the legislation.
Business register monitors if directors of the company fulfill their legal obligations and if they fail to do so, register may delete the company. Deleting takes place on two occasions:
– due to failure to submit annual report
– due to lack of contact person
Business register follows these three requirements that need to be fulfilled for deleting the company without approval of the owners:
1. company has no assets registered in Estonia;
2. company is not a party to any on-going court proceedings, criminal proceedings or enforcement proceedings;
3. tax office has provided their consent.
Having assets outside Estonia, including money on a bank account, or having a legal dispute outside Estonia, does not prevent Estonian business register from deleting your company.
What happens next?
So, what should you do after you realize that your company does not exist anymore? By law, deleting the company does not affect the legal rights and liabilities of the company. It means that the obligations of the company must still be fulfilled, and creditors of the deleted company may submit their claims against the directors of the deleted company.
Next steps depend on your business.
Do you want to continue business activities? Then you must apply for reinstatement of the company. State fee applies and you will be expected to correct your misconduct that caused the deleting.
Do you want to receive assets, including money in the company’s bank account? Then you should apply for liquidation. A liquidator will be appointed by the court who will take care of distribution of assets to the owners.
How does this affects e-residents?
Purpose of granting e-residency to a foreigner is to promote the development of Estonian economy. If this purpose is not fulfilled due to deleting e-resident company from the register, Estonian Police and Border Guard may revoke e-residency status. By losing e-residency status you will lose the benefit of using e-services of Estonia- one of the world’s most digitally advanced countries.
Contact us for further information at firstname.lastname@example.org.