The annual report in Estonia, from year end to filed

Which Estonian companies must file an annual report?

Every Estonian company files an annual report for each financial year — an OÜ included, and a year without economic activity too. The management board prepares it and, once the shareholders have approved it, files it with the Business Register.

No dormant status switches the obligation off.

That includes a company with no sales and no payments all year. If yours is quiet for now, what a dormant Estonian company still has to file walks through the rest of its list — and what it can leave off.

Late is not the same as never: the obligation stays until the report is in, and the registrar’s fines can repeat until it is. A report filed late still stops them.

When is the Estonian annual report due?

An Estonian OÜ files its annual report within 6 months of the end of its own financial year.

With a calendar year that is the end of June; with a year that ends in another month, the deadline moves with it — to the same date 6 months later, or that month’s last day.

A year that ends in August shows the second rule at work: February has no date to match the end of August, so the report is due on February’s last day. Either way the clock runs from the company’s financial year end — not from its founding date, and not from the calendar.

Your own date — with a countdown and the day the registrar may act — is one question away in the annual report deadline calculator.

You don’t have to wait for the deadline. Once the report is ready, the e-reporting environment lets you send it at once, or pick the day it goes to the register and becomes public.

What goes into an Estonian annual report?

An Estonian annual report is the company’s annual accounts plus a management report. A micro or small undertaking that follows the Estonian Financial Reporting Standard may file abridged accounts, and a micro one need not submit the management report.

With the report go the sales revenue breakdown by field of activity and the proposal on the year’s profit or loss.

• Balance sheet and income statement

  Always

  What the company owns and owes at the year end, and what it earned and spent during the year.

• Notes

  Always

  The explanations behind the main statements — even the shortest accounts carry them.

• Abridged accounts

  Micro & small (EFRS)

  A micro or small undertaking that follows the Estonian Financial Reporting Standard may stop at the balance sheet, the income statement and the notes.

• Management report

  Optional for micro

  Part of the annual report — but a micro undertaking that follows the standard need not submit one.

• Sales revenue by activity

  Always

  Revenue split by field of activity. The largest one becomes the company’s main activity in the register.

• Profit or loss proposal

  Always

  What the shareholders decide to do with the year’s result. It is completed before filing and filed with the report.

How much a report discloses depends on the company’s size. There are four size categories — micro, small, medium-sized and large — set by criteria in the Accounting Act, and the company picks its own when it files; the larger the company, the more detail its report gives. A company may also choose a higher category than its size requires.

The sales revenue breakdown does a second job. An OÜ names one main activity when it is founded; after that, the activity with the highest sales revenue in its annual report becomes the main one. The report is how an OÜ changes it — no separate application is needed, or possible.

Want an English copy for an investor or a bank? The report itself is drawn up in Estonian, but the e-reporting environment can generate an informative English version beside the Estonian forms. Only the Estonian version is signed and filed.

Does your company need an audit?

Only above the size thresholds of the Auditors Activities Act. The Act provides two checks by a sworn auditor — a full audit and a lighter review — each required only once a company’s figures pass the thresholds set for it, and a required review may be replaced by an audit. When an audit is compulsory, the auditor’s report goes to the register with the annual report.

The thresholds themselves are in the Auditors Activities Act at Riigi Teataja, and the register notes that they have changed — read the current text before you plan around them.

Who signs, approves and files the annual report?

In an Estonian OÜ the management board approves the annual report and at least one board member signs it.

The shareholders then approve it, and the board files it with the Business Register together with the proposal on the profit or loss. If the shareholders don’t approve it, the board files it unapproved, with a note.

1. Close the year

   Every transaction of the financial year is booked, so the accounts can be drawn up.

2. Prepare the report

   The annual accounts, the management report where one is due, the sales revenue breakdown and the proposal on the profit or loss.

3. The board approves, a member signs

   The day the board approves it is the report’s completion date. At least one board member signs it without delay.

4. The shareholders approve

   They decide on the report, and on the proposal the board put to them.

5. The board files it

   Online in the e-reporting environment of the Company Registration Portal, or through a notary. From then on the report is public.

6. Keep the records 7 years

   The source documents, registers and contracts the report rests on.

Getting ready? The annual report checklist lists what to prepare, in the order you need it — and prints.

Who files, and who signs?

A digital ID, or paper?

If the shareholders have changed since the last report was approved, a new list of shareholders goes with this one. And a company left with no board member still files: if it has no supervisory board either, the duty falls on its majority or sole shareholder.

Every filed report is reviewed by the registrar — the registration department of Tartu County Court. If it asks for more, or you spot a mistake yourself, a corrected repeat report is filed in the same environment.

Once filed, the report is public — anyone can read it in the register. The register emails a confirmation to the company’s address, which it asks you to confirm in advance, so keep that address current.

What happens if the annual report is late?

If an Estonian company misses the deadline, the registrar may fine it without a warning first, and again until the report is filed.

There is no fixed amount: the registrar sets each fine, weighing how often and how long the report has been late. A report still missing months later can end with the company deleted.

Fines can reach beyond the company: the registrar may fine any other person obliged to file the report, too.

Deletion comes in steps. After the deadline the registrar sets a final time limit, with a warning that the company may be deleted. Once that limit has passed and at least 3 months have gone since the statutory deadline, the registrar may delete the company — provided it has no assets in the land, ship, commercial or securities registers, is not a party to court, criminal or enforcement proceedings, and the authorities the registrar consults consent. They may refuse only over claims against the company or a tax audit.

There is a second route, too: the registrar may start the compulsory dissolution of a company that hasn’t filed, and a court decides it if the report is still missing when the registrar’s time limit runs out.

No approved report, no dividend: an OÜ pays a dividend on the basis of its approved annual report. More on when an Estonian OÜ may pay a dividend.

How long must the records be kept?

An Estonian company keeps its source documents for 7 years, counted from the end of the financial year in which the transaction was recorded.

The same 7 years apply to its accounting registers, contracts, financial statements and the other business documents needed to trace a transaction.

A document tied to a long-term obligation is kept 7 years past the end of that obligation.

Each annual report is only as solid as the documents behind it, so keep them where the board can reach them — not only on a former accountant’s drive.

Questions about the annual report