Sumbit · dormant companies

Annual report for a dormant Estonian OÜ: how to file it

Updated 19 October 2026

Every Estonian OÜ must file an annual report – also when the company had no transactions at all. For a dormant micro company the report is short: a balance sheet, an income statement and a few notes.

Deadline

The management board files the report within 6 months after the end of the financial year (Commercial Code § 179). For a calendar-year company the 2025 report was due on 30 June 2026 and the 2026 report is due on 30 June 2027.

What goes into a micro company report

  • Balance sheet – assets, liabilities and equity at year end (for a dormant company usually just the bank balance and share capital).
  • Income statement – often only bank fees.
  • Notes – accounting policies, related parties and similar.
  • Profit distribution proposal and revenue by activity (EMTAK) are filed together with the report.
  • A micro company does not have to prepare a management report (Accounting Act § 14(1¹)).

A micro company is one where at most one of these is exceeded: assets €450,000, revenue €900,000, 10 employees (Accounting Act § 3(14)).

Three common traps for dormant companies

  • Labour costs and employees. If the company paid no salaries, labour costs are 0 and the number of employees is 0.
  • The profit distribution proposal is still required – also when there was a loss. In that case the proposal simply states that the loss is carried forward and no dividends are paid.
  • The bank balance must match. Bank fees and an owner's top-up payments must be recorded, otherwise cash in the balance sheet won't match the bank statement. Also check net assets: if they fall below half of the share capital, the shareholders must decide on measures (Commercial Code § 176).

How to file

  1. 1.Download the bank statement for the financial year (CSV or XML).
  2. 2.Record every transaction and check that cash matches the bank balance.
  3. 3.Prepare the balance sheet, income statement and notes.
  4. 4.Log in to the e-Business Register, fill in the forms or upload an XBRL file, and approve it as a management board member.

Let Sumbit do steps 1–3

Sumbit prepares the report from your bank statement in English: it asks only about unclear transactions, checks that everything balances and gives you an XBRL file for the register. €49 per financial year (up to 100 bank transactions), preview free, 30-day money-back guarantee. Several missing years can be done together.

Start free preview

Missed the deadline? What happens and how to fix it · About Sumbit

Sources: Accounting Act and Commercial Code (Riigi Teataja, English translations). This page is general information, not legal advice.