You have a company that you no longer use. Formal closing takes months and costs money. A reasonable question follows: why pay to close a company if the state deletes it for free anyway when the annual report is not filed?
Sometimes this really is a sensible route. But "free" does not mean "without consequences". Before you decide, three things are worth knowing.
The fine comes to you personally
If the annual report is not filed by the deadline, the register may impose a fine. It may do so without a prior warning and repeat it until the report has been filed. The upper limit of the fine is 3,200 euros.
Important: the fine also reaches the board member personally. Deleting the company does not delete a fine that has already been imposed on you. A "free exit" may thus turn into the most expensive decision of all.
Deletion is neither quick nor under your control
The register does not delete a company quietly or at once. First it sets a time limit for filing the report. The law puts it this way:
"Where a legal person has not submitted a required annual report upon expiry of the time limit provided by law, the registrar sets a time limit for the legal person for submission of the annual report with a warning on deletion from the register."
— Commercial Register Act § 61 subsection 1 (riigiteataja.ee)
Deletion is allowed only once that time limit has passed and at least three months have passed since the due date for submission provided by law. So the timetable is decided by the register, not by you.
The door stays open for three years
A deleted company can be restored to the register within three years of the deletion. If the company had debts or assets, there is a separate route — restoration for supplementary liquidation. So the proceedings may also be reopened by a creditor, not only by you. A "final" exit may not be final.
When simply walking away really is fine
Letting the company be deleted makes sense when all of the following are true:
- the company is genuinely empty — there are no assets and no bank balance;
- there are no debts and no creditors;
- no fine has been imposed yet;
- you have no plans that a public trace of an unmet obligation would get in the way of (a new company, a bank application or an e-Residency application).
In practice the mistake is made on the very first point: a forgotten loan from the owner, or an old claim in the accounts, means that the company is not empty after all.
Three routes in short: a proper closing leaves a clean trace, but takes time; the sale of a clean company may cost nothing; letting it be deleted is "free" only if the list above holds true.
A short summary
Can a deleted company be brought back? Yes, within three years of the deletion.
Does the fine disappear together with the company? No. A fine already imposed on a board member remains in force.
Exit is a one-time decision. Fifteen minutes with a person who has your register file open prevents months of clearing up.
This article was prepared with the help of artificial intelligence.