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§ 201. Bases for dissolution of private limited company
A private limited company shall be dissolved:
- 1)
- by a resolution of the shareholders;
- 2)
- by a court judgment;
- 3)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 4)
- on other bases prescribed by law or the articles of association.
§ 202. Adoption of dissolution resolution of private limited company
- (1)
- A dissolution resolution shall be adopted if at least two-thirds of the votes of the shareholders who participate in the meeting or, in the cases specified in subsection 174 (2) of this Code, at least two-thirds of the votes of the shareholders are in favour, unless the articles of association prescribe a greater majority requirement.
- (2)
- The management board shall present the preceding annual report and an overview of the economic activities of the private limited company for the current year to the shareholders.
- (3)
- The overview of economic activities shall indicate the term during which the private limited company is able to satisfy the claims of creditors.
§ 203. Compulsory dissolution
- (1)
-
A private limited company shall be dissolved by a court judgment if:
- 1)
-
the shareholders do not adopt a dissolution resolution if its adoption is obligatory pursuant to law or the articles of association, or if the shareholders do not adopt any of the resolutions prescribed in § 176 or if no meeting of shareholders is called to adopt a resolution specified in § 176;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 2)
- the term of authority of the management board expired more than two years previously and a new management board has not been elected;
- 3)
- in other cases provided by law.
- (2)
- A petition for the compulsory dissolution of a private limited company may be submitted by the management board, the supervisory board, a member of the management board, a shareholder or other persons specified by law.
- (3)
- Before a judgment for compulsory dissolution of a private limited company is made, the court may specify a term for elimination of the circumstances which are the basis for compulsory dissolution.
§ 204. Petition for dissolution of private limited company
- (1)
- The management board shall submit a petition for entry of the dissolution resolution of the private limited company in the commercial register. The resolution of the shareholders and the minutes of the meeting of shareholders or, in the cases provided for in § 173 of this Code, the record of voting shall be appended to the petition.
- (2)
- If a private limited company is dissolved on the basis of a court judgment, the court shall send the judgment to the commercial register for entry.
§ 205. Liquidation
A private limited company shall be liquidated (liquidation proceeding) upon dissolution unless otherwise provided by law.
§ 206. Appointment of liquidators
- (1)
- The liquidators of a private limited company shall be members of the management board unless the articles of association, a resolution of the shareholders or a court judgment prescribes otherwise. A liquidator must be a natural person with active legal capacity.
- (2)
- The residence of at least one liquidator must be in Estonia.
- (3)
- A court shall appoint the liquidators in a compulsory dissolution or if this is requested by shareholders whose shares represent at least one-tenth of the share capital. The court shall also specify the procedure for and amount of remuneration for the liquidators.
§ 207. Removal of liquidators
- (1)
- A liquidator appointed by the shareholders may be removed at any time by the shareholders by a resolution.
- (2)
- On the petition of a shareholder or other interested person, a court may, with good reason, remove a liquidator. In such case, the court shall appoint a new liquidator.
§ 208. Entry of liquidator
- (1)
- The management board shall submit a petition for entry of the liquidators in the commercial register. Specimen signatures of the liquidators shall be appended to the petition.
- (2)
- If a liquidator is appointed by a court judgment, the court shall send the judgment to the commercial register for entry.
- (3)
- The names, residences and personal identification codes of the liquidators shall be entered in the commercial register.
§ 209. Rights and obligations of liquidators
- (1)
- The liquidators have the rights and obligations of the management board and supervisory board which are not in conflict with the object of the liquidation.
- (2)
- The liquidators shall terminate the activities of the private limited company, collect debts, sell assets and satisfy the claims of creditors.
- (3)
-
The liquidators may only conclude transactions which are necessary for liquidation of the private limited company. The right of representation of liquidators is unrestricted with regard to third persons.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- If a private limited company has several liquidators, they only have the right to act in the name of the private limited company jointly. The liquidators may authorise one or several from among themselves to perform particular transactions or a particular type of activity.
- (5)
- During a liquidation proceeding, the notation likvideerimisel [in liquidation] shall be appended to the business name of the private limited company.
§ 210. Submission of bankruptcy petition
If the assets of a private limited company being liquidated are insufficient for satisfaction of all claims of creditors, the liquidators shall submit a bankruptcy petition.
§ 211. Balance sheet upon commencement of liquidation
The liquidators shall prepare a balance sheet upon commencement of liquidation.
§ 212. Notification of creditors
- (1)
-
The liquidators shall promptly publish a notice of the liquidation proceeding of the private limited company in the official publication Ametlikud Teadaanded.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 20.01.99 entered into force 01.03.99 - RT I 1999, 10, 155)
- (2)
- The liquidators shall send a notice of liquidation to the known creditors.
- (3)
-
The notice of liquidation shall indicate that creditors are to submit their claims within four months after publication of the notice.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 213. Submission of claims
The creditors shall notify the liquidators of all their claims against the private limited company within four months after publication of the notice. The notice shall set out the content, basis and amount of the claim, and documents substantiating the claim shall be appended thereto.
(06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
§ 214. Satisfaction of claims
- (1)
- If a known creditor does not submit a claim, the money belonging to the creditor shall be deposited.
- (2)
- If the due date for fulfilment of the claim of a creditor has not arrived and the creditor does not accept fulfilment, the money belonging to the creditor shall be deposited.
§ 215. Final balance sheet
- (1)
- After satisfaction of the claims of all creditors and the deposit of money, the liquidators shall prepare the final balance sheet and distribution plan for the assets remaining upon liquidation.
- (2)
- An auditor shall audit the final balance sheet and asset distribution plan if audit of the annual report of the private limited company by an auditor is prescribed.
- (3)
- The liquidators shall present the final balance sheet and asset distribution plan to all shareholders for examination at the seat of the private limited company and shall notify the shareholders thereof.
- (4)
- If the provisions of law or of the articles of association, or the resolutions of shareholders are not observed in the preparation of a balance sheet or asset distribution plan, a court may, on the petition of an interested person, within two months after the balance sheet and asset distribution plan are presented to the shareholders for examination, order preparation of a new balance sheet or asset distribution plan, or supplementary liquidation.
§ 216. Distribution of assets
- (1)
- After satisfaction of all claims of creditors and the deposit of money, the remaining assets shall be distributed among the shareholders according to the nominal values of their shares pursuant to the asset distribution plan prepared by the liquidators unless the articles of association prescribe otherwise.
- (2)
-
The assets may be distributed after six months after publication of the notice of liquidation and after two months after the final balance sheet and asset distribution plan are presented to the shareholders for examination if the balance sheet or asset distribution plan is not contested in court or an action has been denied.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (3)
-
A court may allow payments to shareholders within six months after publication of the notice of liquidation unless this damages the interests of the creditors.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
- Payments shall be made in money unless the articles of association prescribe otherwise.
- (5)
- The liquidators need not sell assets unless this is necessary for satisfaction of the claims of creditors, and if the shareholders consent thereto.
§ 217. Continuation of activities of dissolved private limited company
- (1)
- If dissolution of a private limited company is prescribed by the articles of association or is decided by the shareholders, the shareholders may, until commencement of the distribution of assets among the shareholders, decide on continuation of the activities of the private limited company or on merger, division or transformation of the private limited company. A resolution on continuation of activities shall be adopted if at least two-thirds of the votes of the shareholders who participate in the meeting or, in the cases specified in subsection 174 (2) of this Code, at least two-thirds of the votes of the shareholders are in favour, unless the articles of association prescribe a greater majority requirement.
- (2)
- If continuation of activities is decided, the same resolution shall designate the new management board and supervisory board, and shall reduce the share capital to the value of the remaining assets. If the assets have decreased below the amount of share capital specified in § 136 of this Code, increase of share capital shall also be decided.
- (3)
- The liquidators shall submit a petition for entry of the continuation of activities in the commercial register. The resolution on continuation shall enter into force as of its entry in the commercial register.
§ 218. Deletion from commercial register and supplementary liquidation
- (1)
-
After completion of liquidation but not earlier than six months after publication of the notice of liquidation and three months after presentation of the final balance sheet and asset distribution plan to the shareholders for examination, the liquidators shall submit a petition for deletion of the private limited company from the commercial register. The final balance sheet and asset distribution plan shall be appended to the petition. In the petition, the liquidators shall confirm that the balance sheet or asset distribution plan is not contested in court or that an action has been denied, and that the claims of creditors of the private limited company have been satisfied or that the necessary assets have been deposited.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 06.06.2001 entered into force 07.07.2001 - RT I 2001, 56, 336)
- (2)
- If, after deletion of the private limited company from the commercial register, it becomes evident that supplementary liquidation measures are necessary, a court shall, at the request of an interested person, restore the rights of the former liquidators or appoint new liquidators.
§ 219. Preservation of documents
- (1)
-
The liquidators shall deposit the documents of the private limited company with a liquidator or an archives. If the liquidators do not appoint a depositary of documents, a court shall appoint one.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552)
- (2)
-
The name, residence or seat, and personal identification code or registry code of the depositary of documents shall be entered in the commercial register on the petition of the liquidators or, in the case of a court-appointed depositary, on the basis of the court judgment. Upon a change of depositary, the transferor shall notify the registrar before the transfer in order to allow for the entry of new information in the register.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
A private limited company is responsible for the preservation of documents created or received as a result of its activities during the term prescribed by law. Upon liquidation of a private limited company, the documents of the private limited company which are to be preserved may be transferred to an archives upon agreement with the archives. Upon a transfer of documents to an archives, the responsibility for preservation of the documents transfers to the archives.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552)
§ 220. Liability of liquidators
The liquidators shall be liable in the same manner as members of the management board for any damage caused.
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