Every Estonian OÜ must submit an annual report to the Business Register. This applies whether the company had millions in revenue or did nothing all year. There are no exceptions.
For many e-residents and foreign founders, this comes as an unpleasant surprise. They form an Estonian company because the system is digital and efficient, and then discover that a real company still has real accounting and reporting obligations — even when “nothing happened.”
This guide covers what the annual report actually involves, whether you can file it yourself, what it costs, and what happens if you ignore it.
Capture Capital is a licensed Estonian corporate services provider. We are not an accounting firm and this article is general information, not personal tax advice.
Every OÜ must file, even with zero activity
This is the most common point of confusion for new e-residents. If the company had no revenue, no expenses, no invoices, and no bank transactions, it still needs to file an annual report. A “zero report” with correct entries is required.
The Business Register does not waive this obligation. A dormant OÜ that does nothing all year still files. A newly formed company must also file when its first reporting period ends. There are no exceptions based on activity level, company size, or the founder’s residence.
This also means that keeping an unused Estonian company alive has a recurring compliance cost. Even if there is no business activity, someone still needs to prepare and submit the report correctly.
When is the deadline?
The annual report must be submitted within six months after the end of the financial year. For most companies operating on a January–December calendar year, the deadline is June 30.
Do not assume an extension. If the report is late, the register may set a new deadline, issue warnings, impose fines, or start deletion proceedings.
For newly formed companies, the first financial year can cover up to 18 months. A company registered in October 2025 with a calendar financial year would file its first report by June 30, 2027, covering October 2025 through December 2026. This is one reason new founders should not guess — the first report depends on the company’s registration date and financial year.
What the annual report contains
For most small and micro OÜs — which covers the majority of e-resident companies — the report is relatively simple. It includes a balance sheet, a profit and loss statement, notes to the financial statements, management confirmation and signatures, and a profit distribution or loss coverage proposal where relevant.
Many e-resident companies qualify as micro-undertakings and can use simplified report forms. From 2025, the micro-undertaking category generally covers companies that do not exceed two of these three indicators: assets up to €450,000, revenue up to €900,000, and an average of up to 10 employees. Most e-resident OÜs fall well within these limits.
A simplified report is shorter than a full large-company annual report, but it still requires correct accounting data. “Simplified” does not mean “just write zero everywhere.”
The information you need to prepare the report: bank statements for all company accounts (Wise, LHV, Revolut, or other), sales invoices issued, purchase invoices received, any payroll or board member fee records, fixed asset information if applicable, dividend distribution records if applicable, and any loan agreements or contracts behind unusual transactions.
Keep all company documents for at least seven years. This is a legal requirement.
Annual report vs tax declarations
The annual report goes to the Business Register (RIK). It is a financial snapshot of the company’s year.
Tax declarations — TSD returns for dividends, board member fees, salaries, fringe benefits — go separately to the Tax and Customs Board (EMTA) on a monthly basis when taxable payments are made.
These are separate systems with separate deadlines. Filing your annual report does not replace your tax obligations, and filing TSD returns does not replace your annual report obligation.
Some founders think the annual report is Estonia’s version of a yearly corporate tax return. It is not. Estonia generally does not have a traditional annual corporate income tax return covering the company’s entire yearly profit. For a full explanation of how Estonian company taxation works, see our Estonian Company Tax Guide.
Can you file it yourself?
Yes, in some cases.
If your company is dormant or has very simple activity — a handful of transactions through Wise, no employees, no VAT registration, no dividends paid — you can prepare and file the report yourself through the e-Business Register portal.
Merit Aktiva is an Estonian cloud accounting platform that can help with bookkeeping and accounting data. It is available in English and supports Estonian reporting workflows. Annual reports are still submitted through the e-Business Register portal. For a micro or dormant company, Merit Aktiva for bookkeeping combined with the e-Business Register for filing is a realistic DIY path.
DIY is realistic when: the company had few transactions, all through one bank or payment account. No VAT registration. No employees or contractors. No dividends distributed. No loans to or from shareholders. No fixed assets. Clean, simple bank statements.
DIY is risky when: the company is VAT-registered, has Stripe, PayPal, or Paddle alongside a bank account, paid dividends or board member fees, has unclear or messy source documents, runs e-commerce with inventory, or has transactions in multiple currencies across multiple platforms.
But “possible” does not always mean “wise.” Annual reports are public. Wrong figures, missing data, or inconsistent filings can create problems later with banks, payment providers, accountants, or the Business Register itself.
When you need an accountant
Most active companies should use an accountant for the annual report. The report is not just a bank statement summary — it requires proper double-entry bookkeeping, correct account classifications, and compliance with Estonian accounting standards.
You should use an accountant if the company issues regular invoices, is VAT registered, pays board member fees or salaries, has distributed dividends, has employees or contractors, has revenue from e-commerce or digital services across the EU, has transactions across multiple banks, fintechs, or payment platforms, holds fixed assets, has shareholder loans, or has crypto or investment activity.
If you are unsure, the safe answer is: use an accountant. A bad annual report can create more work later than simply filing it correctly in the first place.
What does it cost?
The filing portal itself is usually not the main cost. The cost is preparing correct figures.
Dormant-company annual-report-only services can start around €49–50. For example, the e-Residency Marketplace lists providers offering annual-report-only filing from that range.
Monthly accounting packages are more expensive but typically include annual report preparation. Public provider examples commonly start around €59–109 per month and increase with VAT, payroll, e-commerce, payment processors, dividends, loans, or transaction volume. More active companies cost more, and the price depends on complexity.
Merit Aktiva is a different route — it is accounting software, not an accountant. Merit offers plans paid monthly, and a trial package can be used free for up to six months within usage limits.
These are market examples, not Capture prices. Capture does not provide accounting services.
The portal is free but not intuitive
The e-Business Register filing portal works, but e-residents frequently complain about the user experience. The interface uses XBRL-structured forms with mandatory fields, Estonian-language labels, signing states, shareholder approval steps, and profit distribution or loss coverage entries that must be completed even for zero reports.
This is not a reason to skip filing. It is a reason to either use Merit Aktiva (which generates data in the correct format) or hire an accountant who files regularly and knows the portal.
Foreign board members and digital signing
If the board member has an Estonian ID card, e-Residency card, Smart-ID, or Mobile-ID, digital signing is usually straightforward.
If the company has foreign board members without Estonian digital signing tools, filing can become more complicated. In some cases, the report can be prepared in the portal, signed on paper by the management board, scanned, and uploaded.
For e-residents, this is one of the practical advantages of the e-Residency card: it allows digital signing and remote submission of the annual report without traveling to Estonia.
Why banks and fintechs check your annual report
Estonian annual reports are publicly accessible. Anyone can look up your company’s financials in the Business Register. This is deliberate policy, not an oversight.
This matters more than most founders realise. Banks and payment providers check the register before approving accounts — a filed report signals a functioning, compliant company. Tax authorities are less likely to flag companies with consistent, timely filings. Potential clients and partners can verify your company status in minutes without requesting documents.
A company with missing or late reports stands out in the register. For foreign-owned companies, this matters even more — banks and fintechs already perform additional checks on non-resident structures. A missing annual report adds another negative signal to an already scrutinised profile.
If you are planning to apply for a bank account, Wise Business, Stripe, or any payment processor, file your annual report first.
For more on this, see our guide on why opening a bank account for your Estonian company is harder than many founders expect.
What happens if you do not file
The Business Register can issue fines for late filing. In persistent cases, the register can initiate compulsory dissolution proceedings.
Since the 2023 Business Register Act changes, consequences can arrive within a few months. Deletion for unsubmitted annual reports can happen at the earliest three months after the legal deadline if conditions are met.
For an active company generating revenue, compulsory dissolution is an expensive and disruptive problem.
Some e-residents in online forums openly discuss skipping the annual report and letting a dormant company be deleted as the “cheapest exit.” This may work for a company the founder has genuinely abandoned, but for any company the founder wants to keep — even a dormant one for future use — it is a bad strategy. Deletion creates registry history that can affect future company formation, banking applications, and provider relationships.
If the company is no longer needed, a proper voluntary liquidation is cleaner than ignoring annual report obligations and waiting for deletion.
Can a deleted company be restored?
Sometimes, but it is not straightforward.
If a company was deleted because annual reports were not filed, the missing reports generally need to be prepared and submitted before reinstatement can proceed. There may also be a state fee and additional registry steps.
It is easier to file on time than to repair the problem later.
How Capture can help
Capture helps foreign founders set up and maintain Estonian companies with registered address, licensed contact person service, company formation (including notary formation without e-Residency), registry filing guidance, and practical onboarding.
We do not provide accounting services and we do not prepare annual reports.
If your company is simple and you want to file the annual report yourself, Merit Aktiva is a practical starting point. If your company has ongoing activity that requires professional accounting, you should engage an accountant directly.
If you have questions about your company’s compliance obligations, Standard and Premium plan clients can reach us through email support.
If you want to understand the full setup and ongoing compliance picture before forming a company, see our pricing and plans or contact us directly.
FAQ
Do I need to file an annual report if my Estonian OÜ had no activity? Yes. Every Estonian company must file an annual report regardless of whether it had any economic activity. A zero report with correct entries is still required.
What is the annual report deadline in Estonia? Six months after the end of the financial year. For companies with a January–December financial year, the deadline is June 30.
Can an e-resident file an Estonian annual report without an accountant? Yes, if the company is dormant or very simple. Merit Aktiva is an Estonian cloud accounting platform that can help with bookkeeping and accounting data in English. For companies with VAT, employees, dividends, or complex transactions, an accountant is strongly recommended.
How much does an Estonian annual report cost? There is usually no state fee for filing. Dormant-company annual-report-only services can start around €49–50. Monthly accounting packages that include annual report preparation commonly start around €59–109 per month and increase with transaction volume and complexity.
What happens if I miss the annual report deadline in Estonia? The Business Register can issue fines and warnings. Since 2023, deletion proceedings can begin as early as three months after the deadline. Persistent non-filing can lead to compulsory dissolution.
Is the annual report the same as a tax return? No. The annual report goes to the Business Register. Tax declarations (TSD, VAT) go separately to the Tax and Customs Board (EMTA). Filing one does not replace the other.
What is the first annual report deadline for a newly registered Estonian company? The first financial year can cover up to 18 months. A company registered in October 2025 with a calendar financial year would file its first report by June 30, 2027.
Can an Estonian company be deleted for not filing annual reports? Yes. If the company does not file after the legal deadline and does not correct the problem after the register’s warning, deletion can become possible — as early as three months after the deadline since the 2023 changes.
Can a deleted company be restored? Sometimes, but it requires preparing and submitting the missing reports, paying state fees, and going through additional registry steps. It is easier to file on time.
Does Capture provide accounting services? No. Capture helps with company formation, registered address, licensed contact person service, and practical setup guidance. For annual report preparation and tax filing, founders should use Merit Aktiva for simple cases or engage an accountant for active companies.
