Shutting Down a SIA: Liquidation, Dormancy, and the Cost of Doing Nothing

Closing a Latvian limited company properly takes two filings, a month for creditors, and a wait of 2 months before anything is shared out. The state fees are small. The time is not, and the register shows that most owners never do it at all.

In 2025 the register ended 6,525 limited companies, and 42.1% of them had filed no annual accounts for the two years before. Across the ten years from 2016, that share was 65.0%. For most Latvian companies the end is not a decision anybody files. It is a filing nobody made.

This guide covers the ways out, what each one asks of you, and what the register shows actually happening on each.

This states the rules with a link to each, and says so where it describes what the register shows rather than what a statute says. It is written for a SIA or AS that can pay its debts, or one that has stopped trading and whose owners are deciding what to do with it. It is not advice. A company that cannot pay what it owes needs an insolvency adviser before it needs this page, and what happens when it cannot is its own guide.

How Do You Close a Company in Latvia?

A Latvian SIA closes in one of three ways: its shareholders liquidate it voluntarily, it goes through insolvency proceedings, or the Register of Enterprises or the State Revenue Service ends it. Only voluntary liquidation leaves the owners in control of the timetable, and it takes two filings and a creditor period of at least 1 month.

The Commercial Law gives a limited company several routes to the end. For a founder they come down to three.

• The owners decide. The shareholders resolve to end the company, a liquidator winds it up, and the register strikes it off. This is voluntary liquidation under section 313, and it is the only route where you control the timetable.
• Insolvency. A company that cannot pay its debts ends through insolvency proceedings, which a separate law governs. If a voluntary liquidation finds that the assets will not cover the debts, the liquidator must file for insolvency (section 323).
• The state ends it. The Register of Enterprises or the State Revenue Service (VID) can end a company that stops meeting basic obligations (section 314.1), and a court can end one on the grounds in section 314. This is what happens to a company whose owners simply walk away.

There is a fourth option that is not an ending: suspending the company's activity, usually called going dormant. It has its own section below, because for a founder who might come back it is often the better choice. A fifth is not an ending either: selling the company hands it to someone else intact.

How Does the First Stage of a Liquidation Work?

The shareholders resolve to end the company and appoint a liquidator, and the board files that decision with the Register of Enterprises within 3 days. The state fee is EUR 30. The company must also tell the State Revenue Service within 10 days, and from registration its name carries the word likvidējamā.

The resolution. The shareholders decide to end the company and appoint one or more liquidators. Board members can act as liquidators, which is the usual arrangement for a small company.

The filing. The board files the decision with the register within 3 days of the date it was taken. The application states where and by when creditors should submit their claims, and it attaches an extract of the meeting minutes and each liquidator's written consent. No consent is needed where the board members are the liquidators (section 320).

Check the beneficial owner record first. Since October 2025 the register expects up-to-date beneficial owner information at the moment a liquidation is registered, so a stale record holds the application up.

The fee. The state fee is EUR 30, and the register's stage one guidance says it covers registration within three working days. A SIA with more than one founder can pay EUR 90 for registration within one working day. The application is filed and paid for through the register's e-service at registrs.ur.gov.lv.

The name. From registration the company's name carries the word likvidējamā, in liquidation (section 322).

The tax office. Tell VID about the decision within 10 days, as VID's liquidation page requires.

How Long Do Creditors Have to Claim in a Latvian Liquidation?

Creditors have 1 month from the day the Register of Enterprises publishes the liquidation notice to submit their claims, unless the shareholders set a longer term. The liquidator writes to every known creditor, the State Revenue Service included, and must file for insolvency if the assets turn out not to cover the debts.

The register publishes a notice of the liquidation on its website, and the liquidator writes to every known creditor no later than that. Creditors then have 1 month from the day of publication to submit claims, unless the shareholders set a longer term (sections 324 and 325).

Three things about this period catch people.

• VID is a creditor like any other. A liquidation does not stop the collection of tax debts, and late-payment interest keeps accruing while the process runs, according to VID.
• A shortfall changes the process. If the assets will not cover the debts, the liquidator must file for insolvency. A voluntary liquidation is not a way to choose which creditors get paid (section 323).
• Silence is not a waiver. Money owed to a known creditor who does not claim it is deposited with a sworn notary, and a disputed claim has to be secured before anything is distributed (section 327).

What Happens in the Second Stage of a Liquidation?

The liquidator prepares a closing financial statement and a distribution plan, and the final corporate income tax return is due by the 20th of the following month. Assets are shared out no earlier than 2 months later unless every shareholder agrees to go sooner, and the register strikes the company off once its tax obligations are settled.

The closing accounts. The liquidator draws up a closing financial statement and a plan for distributing whatever is left, which fixes each shareholder's liquidation quota. They need an audit only if the articles of association require one or the shareholders decide to have one. Both documents go to the shareholders (section 328).

The tax return. The final corporate income tax return is filed, and the tax paid, by the 20th of the month after the month in which the closing balance is approved. For liquidations started from 2026, the register no longer asks for the closing financial statement if it has already been filed with VID.

The distribution. Assets can be distributed no earlier than 2 months after the closing statement and the plan were sent to the shareholders, unless every shareholder agrees to go sooner. Distribution is in money unless the articles say otherwise (section 330).

The removal. The liquidator applies to complete the liquidation, with the distribution plan attached (section 332). The register asks VID whether the company's tax obligations are settled, and a company whose obligations are not settled is not struck off. The register charges EUR 0 for this second stage. The company's documents then go to the archive (section 329).

Until the distribution starts, the shareholders can still decide to continue the company instead (section 331).

What Does It Cost to Liquidate a SIA in Latvia?

The state fees for a voluntary liquidation are EUR 30 to register the start and EUR 0 to register the completion. The real cost is professional time: an accountant for the closing statements, an auditor only if the articles require one, and whoever acts as liquidator, which this guide does not price because we hold no data on their fees.

State fees. EUR 30 to start and EUR 0 to finish. Everything else is professional time: an accountant for the closing statements, an auditor only if the articles require one, and whoever acts as liquidator. We hold no data on what accountants or liquidators charge, so this guide does not quote a figure. Ask for a fixed price before you start.

How Long Does a Latvian Liquidation Take?

On paper, a voluntary liquidation cannot finish faster than its creditor period of 1 month plus the distribution wait of 2 months. In the register it takes far longer: only 22.5% of owners' liquidations open in April 2025 had ended by 4 September 2026, and the 3,936 still open have run for a median of 6.5 years.

Time on paper. The statute sets a floor, not an estimate. The creditor period of 1 month and the distribution wait of 2 months run one after the other, with the closing accounts in between. A liquidation where the shareholders do not agree to shorten the wait cannot finish faster than those two periods added together.

Time in the register. The register shows something else. Of the 4,039 owners' liquidations open in April 2025, 22.5% had ended by 4 September 2026. Today 3,936 are open, for a median of 6.5 years, and 67.4% have been open for more than three.

The statute does not take years. Something else does, and the register does not record what. The liquidation report has the full breakdown and what it cannot tell you.

Can You Make a Latvian Company Dormant Instead of Closing It?

Yes. A SIA with no tax debts, no employees, and its last annual report filed can suspend its own activity for 3 years, among other conditions, after giving its creditors at least 1 month to claim. It keeps its registration number and history, but dormancy does not release it from filing its annual report.

A company can suspend its own activity rather than end it (section 333.3). It keeps its registration number, its name, and its history, and it can resume later. The conditions are strict:

• no tax debts, and taxes settled for the period before the suspension;
• no employees;
• the last annual report filed;
• a report on the company's activity submitted to VID;
• every creditor paid or secured.

Before the shareholders decide, the company writes to its known creditors and tells the register what it intends. The register publishes that notice, and creditors get a claims period of at least 1 month (section 333.4). The suspension lasts 3 years from the day it is registered, unless the decision sets a different term. Shareholders can end it early by decision, and if they do nothing the company's activity resumes when the term runs out (section 333.5).

What dormancy buys is protection from two of the state's routes. A company that suspended itself cannot be ended by the register for lacking a board with power of representation or for being unreachable at its legal address. It also cannot be ended by VID for missing six months of tax returns (section 314.1, part 4).

What it does not buy is a pass on the annual report. That ground for ending a company still applies, and nothing in the dormancy sections releases a company from filing. Plan on filing as normal, and ask VID which returns it expects from a suspended company before you stop sending any. The compliance calendar lists what a running company files.

What Happens If You Stop Filing and Walk Away From a SIA?

Fines come first: a warning or up to EUR 2,000 for a missing annual report, and up to EUR 700 for a missing tax return. The State Revenue Service or the Register of Enterprises can then end the company, and if nobody asks for a liquidator within 1 month, its remaining property passes to the state.

Fines come first. Not filing an annual report with VID on time can bring a warning or a fine of up to EUR 2,000 (Accounting Law, article 42). A tax return filed more than 30 days late, or not filed, can bring a fine of up to EUR 700 (Law on Taxes and Duties, article 141).

Then the state ends the company. VID can end a company when:

• the annual report is still not filed 1 month after a fine, and at least 6 months have passed since the deadline was missed;
• tax returns for a six-month period are still not filed a month after a fine;
• VID suspended the company's activity and the breach is not fixed within 3 months.

The register can end a company when its board has lacked power of representation for more than 3 months and the gap is not fixed within the same period of a written warning. It can also end one that cannot be reached at its legal address and does not fix that within 2 months of a warning. Either decision takes effect 1 month after the company is notified, unless it is appealed (section 314.1).

Then, usually, no liquidation at all. The register publishes a notice, and anyone with an interest in a liquidation, usually a creditor, has 1 month to ask for a liquidator and cover the cost. If nobody does and there are no insolvency proceedings, the company is struck off without being liquidated, and whatever it still owns passes to the state (sections 317 and 318.1).

The state moves faster than owners do. Of the processes open in April 2025 where VID had ended the company, 58.1% were gone by 4 September 2026, liquidated or struck off. Where the register had ended it, 64.0% were. Of the limited companies registered by 2020, still on the register at the end of 2023, and with no accounts filed for 2021 or 2022, there were 10,265. By 4 September 2026, 43.2% of them had ended, against 9.0% of the companies that had filed.

Can the People Who Ran an Abandoned Company Be Barred?

Yes, if the State Revenue Service suspended the company's activity first. An official in post when the grounds arose counts as a risk person for 2 years after the suspension, VID can list them for 3 years, and while they are listed the Register of Enterprises refuses to record them as a board member or liquidator of any company.

A company that disappears this way leaves its officials with consequences a clean liquidation would not have.

If VID suspends a company's activity, a person who was an official of the company when the grounds arose counts as a risk person while fewer than 2 years have passed since the suspension decision. VID can put that person on its risk list, and the decision stays in force for 3 years (Law on Taxes and Duties, articles 1 and 34.3). While someone is on the list, the register refuses to record them as a board member, council member, procurator, or liquidator of any company (Register of Enterprises Law, article 4.12).

A board that lets a company run out of money without filing for insolvency has a separate exposure, and that is a question for an insolvency adviser. The insolvency guide covers when the duty to file arises and what follows it.

How Is Money Left in a Liquidated SIA Taxed?

The liquidation quota is taxed like a distribution: the amount by which a shareholder's share of the equity exceeds what they put in bears corporate income tax at 20%, after the taxable amount is divided by 0.8. A shareholder resident in Latvia then pays no personal income tax on it where corporate income tax has been paid.

A Latvian company pays no corporate income tax on profit it keeps, so liquidation is often the moment that profit is taxed for the first time. The Corporate Income Tax Act treats a liquidation quota like a distribution: the amount by which the shareholders' share of the equity exceeds what they put in is a taxable object (article 4). The rate is 20%, applied after the taxable amount is divided by 0.8, the same mechanism as a dividend. The corporate income tax guide works through the arithmetic.

For a shareholder resident in Latvia, the quota is exempt from personal income tax where corporate income tax has been paid on it. Where it has not, the shareholder is taxed on the gain, which is the quota less what they paid for the shares (Personal Income Tax Act, article 9). A shareholder resident elsewhere should check their own country's rules and any tax treaty, which this guide does not cover.

What Are the Steps to Close a SIA Cleanly?

A clean shutdown runs in a fixed order: confirm the assets cover the debts, resolve to liquidate, file within 3 days, tell VID within 10 days, wait out the creditor period of 1 month, close the accounts and the tax return, wait 2 months, distribute, and apply to be struck off. All twelve steps follow.

1. Work out whether the assets cover the debts. If they do not, stop here and talk to an insolvency adviser.
2. Bring the beneficial owner record up to date.
3. The shareholders resolve to end the company and appoint the liquidators.
4. The board files the decision within 3 days and pays EUR 30.
5. Tell VID within 10 days.
6. Write to every known creditor, and wait out the claims period of 1 month.
7. Collect what the company is owed, sell what it owns, pay the claims, and deposit any unclaimed sums with a notary.
8. Prepare the closing financial statement and the distribution plan, and send both to the shareholders.
9. File the final corporate income tax return by the 20th of the following month.
10. Wait 2 months, or get every shareholder's agreement to go sooner, then distribute.
11. Apply to complete the liquidation. The register checks with VID and strikes the company off.
12. Hand the documents over for archiving.

Frequently Asked Questions

Does It Cost Anything to Finish a Liquidation in Latvia?

The register charges EUR 0 to record the completion of a liquidation, so the only state fee is the EUR 30 paid at the start. The real costs are the accountant, any auditor the articles require, and the liquidator's own time.

Do You Have to Tell the State Revenue Service About a Liquidation?

Yes. A company that decides to liquidate must tell the State Revenue Service within 10 days, and VID is then treated as a creditor like any other. Late-payment interest on any tax debt keeps accruing while the liquidation runs.

Can Shareholders Stop a Liquidation After It Starts?

Yes, until the distribution of the company's assets begins. Until then, section 331 of the Commercial Law lets the shareholders decide to continue the company instead of completing the liquidation.

What Happens to Property Left in a Company the State Ends?

If nobody applies for a liquidator within 1 month of the register's notice and there are no insolvency proceedings, the company is struck off without being liquidated, and whatever it still owns passes to the state.

Can the Register End a Dormant SIA?

Not for the two most common reasons. A company that suspended its own activity cannot be ended for lacking a board with power of representation or for being unreachable at its legal address. It can still be ended by the State Revenue Service for not filing its annual report.

How Many Latvian Companies Close Each Year?

In 2025 the register ended 6,525 limited companies, and 42.1% of them had filed no annual accounts for the two years before they ended. The liquidation report has the full series from 2016.

Sources

• Komerclikums, the Commercial Law. Sections 313 to 333 cover ending a company and liquidating it, and sections 333.3 to 333.5 cover suspending its activity.
• The Cabinet regulation on register fees, for the state fee, and the Register of Enterprises guidance for stage one and stage two.
• VID on company liquidation, for the notice to VID, late-payment interest, and the final tax return.
• Grāmatvedības likums, the Accounting Law, and Administratīvās atbildības likums, the Administrative Liability Law, for the fines and the value of a penalty unit.
• Par nodokļiem un nodevām, the Law on Taxes and Duties, and Par Latvijas Republikas Uzņēmumu reģistru, the Register of Enterprises Law, for late returns and the risk person list.
• Uzņēmumu ienākuma nodokļa likums and Par iedzīvotāju ienākuma nodokli, for tax on the liquidation quota.
• How Latvian Companies End, our report built from the Register of Enterprises open data, for every figure about what companies actually did.

This page states rules and what the register shows. It does not tell you what to do with your own company, and that decision needs an adviser who can see its books.