EN
UADoes a dormant Estonian company have to file anything?
Yes. A dormant Estonian OÜ still files an annual report for every financial year, quiet or not.
The register says the report must be submitted even if there was no economic activity during the year, and no dormant status switches that obligation off.
Quiet doesn’t mean invisible. Once filed, an annual report is public in the register, so a dormant company’s filing record — and any year missing from it — is there for a bank, a buyer or a future partner to see.
The deadline runs from the company’s own financial year end, not from the calendar, so a company whose year ends in another month files on its own date; the checklist below gives the period. Everything else on the list depends on how the company is set up, which is what the next section sorts out.
No activity is not the same as no income. A company with no sales may still have paid a bank fee or a software bill, or received a contribution — those are transactions too, and we look at them before the price of a dormant report is final.
What doesn’t a dormant company file?
A dormant Estonian company with no payments files no zero TSD returns, unless it has something else to report, such as a contribution to equity.
Whether it files VAT returns depends on how it is registered for VAT, and one with an address abroad must keep a contact person. In the checklist, “Yes” means every company; “If” means it depends.
- Yes
The annual report
Every year, within 6 months of the financial year end — with or without a single transaction.
- If
A VAT return, if registered for VAT in full
One for every taxable period, even with no sales and no input VAT: a nil return still goes in.
- If
A VAT return, if registered with limited liability
Only for a period in which the company bought the listed services or goods from abroad.
- If
Form TSD
Only for a month with listed payments, or with something else to report — a contribution to equity goes on the form in the month it is paid in.
- If
A contact person, if the address is abroad
Required — and its term must not lapse: without one, the registrar can delete the company after a warning.
- Yes
The records
Source documents and accounting registers are kept 7 years.
VAT is where a quiet company most often slips. A company registered for VAT in full owes a KMD return for every period, an empty one included; one registered with limited liability files only for a period with the listed purchases from abroad.
TSD works the other way round. With no salary, board member fees, fringe benefits, gifts, distributions or other listed payments, and nothing else to report, there is no zero return to file. Money paid into the company’s equity is the exception to watch: it is reported in the month it arrives, and reporting it is what later lets that money be paid back out of equity, or on liquidation, without tax.
What goes into a dormant company’s annual report?
The same parts as any Estonian annual report, only with little in them.
A micro or small undertaking that follows the Estonian Financial Reporting Standard may file abridged accounts — a balance sheet, an income statement and notes — and a micro one need not submit a management report. At least one board member signs it.
What each part holds, who approves the report and how it is filed: what goes into an Estonian annual report.
What if a dormant company stops filing?
If a dormant Estonian company stops filing, the registrar may fine it without a warning, repeatedly, and with no fixed amount.
After a warning with a final deadline, and at least 3 months after the statutory one, it may delete a company with no assets in the public registers and no pending proceedings; otherwise a court can dissolve it.
Deletion also needs the consent of the authorities the registrar consults, and they may refuse it only over claims against the company or a tax audit. The steps, in order, are in what happens if the annual report is late.
Should you keep a dormant company or close it?
Keep it if you may use it again: a dormant Estonian company costs at least an annual report a year and stays ready. Close it if you won’t, and close it properly, through liquidation.
Letting the registrar delete it is not a way to close: deletion is the registrar’s decision, taken after a warning with a final deadline.
Keep it if
- You may use it again, for a new project or to hold what it owns.
- You can keep its annual report coming every year, on time.
Close it if
- You won’t use it again.
- You would rather end the yearly filings for good — through liquidation, on your terms, not by waiting for the registrar.
Keeping it costs at least one annual report a year — the annual report service shows the price for a year with no activity. Liquidation is a one-off piece of work, priced for your company after a first look at what it still has — books, debts, assets.
Waiting to be deleted is not a shortcut. Until it happens the company still owes its reports, the fines can keep coming, and whether it is deleted at all depends on the conditions above — not on how long it has been quiet.
How a company is closed for good, with its final reports filed and its records kept, is on the liquidation page.
Can a dormant company pay a dividend later?
Yes, once it has profit to pay out: an Estonian OÜ pays a dividend on the basis of its approved annual report.
Profit kept in the company meanwhile is taxed at 0%, and corporate income tax falls due only when profit is paid out, however many quiet years come first.
It is one more reason to keep the reports current: a company that skipped a year has no approved report for it, and catching up comes before any payout.
The other conditions — profit to pay from, and net assets that stay above share capital plus the reserves that can’t be paid out — are in when an Estonian OÜ may pay a dividend.
How long do you keep a dormant company’s records?
An Estonian company keeps its accounting records for 7 years from the end of the financial year, and a dormant one is no exception.
That covers source documents, accounting registers, contracts, financial statements and the other business documents needed to trace a transaction — fewer in a quiet year, but kept as long.
Where they should sit, and how a long-term obligation stretches the period: how long the records must be kept.
How do we keep a quiet company in order?
We prepare and file your dormant company’s annual report every year, before the deadline, so the company never falls behind with the register.
You see every figure before anything is filed, the board approves the report and a board member signs it; the rest of the paperwork is ours.
We file it before the deadline every year, a year with no activity included. See what the annual report service includes.
Rather ask first?
-
Free
A written introduction
Up to three general questions about Estonia, answered in writing.
-
Your case
A written consultation
Your company and your figures, answered in writing by an accountant. You see the price before you pay.
Questions about a dormant company
Is there a dormant status that stops the annual report?
Not one that stops the annual report. The register says it must be submitted even if there was no economic activity during the reporting period, so a dormant company files one for every financial year.
Does a company with no activity report a contribution to its share capital?
Yes. A contribution to the company’s equity is reported on form TSD in the month it is paid in, even in a month with no other payments. Reporting it is what lets a later payment from equity, or a liquidation distribution, up to that amount go out without tax.
Who has to sign the report when the company did nothing?
A member of the management board: at least one signs the annual report once the board has approved it, quiet year or not. An accountant can be given the right to enter and submit it in the e-Business Register, but the signature stays with the board.
Does a dormant company need an audit?
Only if its figures pass the thresholds of the Auditors Activities Act — one set for an audit, a lower one for a lighter review. The test is the figures in the annual accounts, not whether the company traded.
Where these facts come from
Only official sources. Each line shows when we last checked it there.
- Commercial Code (in Estonian)
- e-Business Register: annual report
- News: annual reports filed on time this year (in Estonian)
- Commercial Register Act (official English translation)
- Accounting Act (in Estonian)
- Tax liabilities of companies established by e-residents
- Value Added Tax Act (in Estonian)
- Commercial Code (official English translation)
- Auditors Activities Act (in Estonian)
This information is general in nature and current as of its publication date. It is not individual advice.