Every private limited company (OÜ) must file an annual report, even if the company had no transactions during the year. A small company's report is simpler than many people think: a balance sheet, an income statement and a few notes.
This guide is for a small private limited company (OÜ) with no employees and no VAT liability, for example a holding company, a dormant company or a one-person company.
Who must file
All private limited companies (OÜ), including dormant ones. A micro-undertaking is a company that does not exceed two of these three indicators: assets of 450 000 €, income of 900 000 € or 10 employees (Accounting Act § 3 p 14).
Deadline
The management board submits the report to the registrar within 6 months of the end of the financial year, together with a proposal for distributing profit and a breakdown of sales revenue by area of activity (Commercial Code § 179). For a company with a calendar financial year, the deadline for the 2025 report was 30.06.2026 and the deadline for the 2026 report is 30.06.2027.
What the report contains
| Part | Micro-entity | Note |
|---|---|---|
| Balance sheet | yes | assets, liabilities and equity at year end |
| Income statement | yes | income and expenses during the year |
| Notes | yes | accounting policies, related parties, etc. |
| Management report | not required | Accounting Act, § 14 (1¹) |
| Profit distribution proposal | yes | submitted together with the report |
| Sales revenue by area of activity | yes | By EMTAK code |
Steps
- 1.Get the annual statement from the bank and collect the purchase and sales invoices.
- 2.Record all transactions and check that the cash in the balance sheet matches the bank balance.
- 3.Prepare the balance sheet, income statement and notes.
- 4.Log in to the e-business register (e-äriregister), fill in the report forms or upload an XBRL file, and confirm it as a management board member.
- 5.Check net assets: if they are less than half of the share capital, the shareholders must decide on measures (Commercial Code § 176).
If the report is late
The registrar can issue a warning, impose a penalty payment and, if reports are still not submitted, start striking the company off the register. Submitting the report before the striking-off is completed usually stops the procedure. If several years are missing, the reports are prepared one after another: the closing balance of each year is the opening balance of the next.
Common mistakes
- People assume that an inactive company does not have to file a report.
- The cash in the balance sheet does not match the bank balance because some bank fee has not been recorded.
- A loan given to the owner has been left out of the report.
- The profit distribution proposal or the breakdown of sales revenue is missing.
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