The company does not “end” by the adoption of a decision to terminate a company, but it starts the liquidation procedure. During the liquidation process the company’s property is sold, the creditors satisfied, any remaining assets distributed to the shareholders etc and only after that the company can be deleted from the commercial register.
Three different kind of examples are given, as the shareholders’ resolutions can be adopted:
- at the (physical) meeting of shareholders (CC sections 170-1721)
- by voting in (a format which can be reproduced in) writing (the procedural rules that are foreseen in subsections 1-4 of section 173 of CC must be followed)
- by unanimous written decision (subsections 6 and 7 of section 173 of CC)
Resolution of the meeting of shareholders
Record of voting (without convening a meeting)
Resolution of the shareholder(s) (unanimous)
The use of the templates is not mandatory. The templates are suggestive only and have been prepared in order to simplify the generation and submission of additional documents. The templates may need to be changed according to the actual circumstances. Templates must be filled in Estonian. Centre of Registers and Information Systems is not responsible for the templates to be correct, complete and up-to-date.
For consultations and preparation of legally correct documents, please contact notaries or legal counsel.