Quick answer
An Estonian company with no activity still files an annual report every year, often called a zero annual report. It is shorter than an active company’s report, but it is a real set of accounts rather than a blank form, and it usually shows a few figures even when nothing happened.
Many Estonian OÜs are inactive for a year or more: the product is still being built, the plan is on hold, or the company was set up for a project that never started. The Commercial Register treats an inactive company like any other and learns that nothing happened only when you say so in the report. Who must file and by when is covered on our annual report filing page. Here we answer the question owners actually ask: what goes into a report when there is nothing to report.
What Goes Into a Zero Report
A dormant OÜ always counts as a micro undertaking, the smallest reporting category, so it files the abridged annual accounts: a balance sheet, an income statement and a few notes, mainly the accounting policies. There is no cash flow statement, no statement of changes in equity and, with one exception covered below, no management report.
Three more things are required, however small the company is. The first is the board’s proposal on how to use the profit or cover the loss; for a dormant company it usually says the loss is carried forward. The second is the confirmation of the beneficial owner data, given with every annual report. The third is approval: the shareholders approve the report and a board member confirms it in the portal with a digital ID; with a sole owner-director, both are the same person. Without a valid digital ID, the report reaches the register through a notary.
Why “Zero” Is Rarely Zero
A zero report rarely contains nothing but zeros. Even a company that has done nothing usually has a few figures to show, and they have to end up in the right places.
| What the company has | How it appears in the report |
|---|---|
| Share capital paid into a bank account | Cash, a little lower each year because of bank fees |
| Share capital never paid in (companies founded before February 2023 under the old deferred-payment rule) | Share capital in equity, with the unpaid amount deducted on a separate line, so the equity starts at zero |
| Bank fees, domain, hosting, legal address | Expenses, which produce a small loss for the year |
| Costs the founder paid from a personal card | Expenses and a liability to the founder, if the receipts are kept |
| Money the founder transferred to cover costs | A loan from the shareholder, shown as a liability |
When Small Losses Reach the Net Assets Limit
Under the Commercial Code, net assets (assets minus liabilities) may not fall below half of the share capital. With €2,500 of share capital, a company can absorb years of bank fees before it gets near that line. With a symbolic capital of a few euros, allowed since 2023, the line is crossed in the first year. Bank fees alone exceed the capital, and any loss the shareholder has not covered makes the net assets negative. Unpaid share capital has the same effect from day one. The rule itself is explained in our guide to share capital in Estonia.
Once the line is crossed, the shareholders must decide how to put it right, and the zero report has to show their plan in the management report mentioned above. For a dormant company the usual fix is simple. A loan from the shareholder does not help, because it is a liability and leaves the net assets where they were; a contribution to equity, or paying in more share capital, restores them. Ignoring the problem is the one option the law rules out. The figures are public, and the registrar can eventually ask the court to dissolve a company that has done nothing about them.
Where Self-Filers Get Stuck in the e-Business Register
The portal walks you through the forms, but three points stop most owners who file a zero report themselves.
- The settings and the “no activity” option. When creating the report, choose the micro undertaking category, the Estonian financial reporting standard and no consolidation. Because the revenue is zero, the revenue breakdown then offers two choices: “No economic activity was performed”, or an operating company that did not gain sales revenue. A dormant company takes the first. This is the step where you tell the register that nothing happened.
- Net assets below the limit. If the balance sheet shows net assets below half of the share capital, the portal requires a management report, the one part a micro undertaking otherwise skips. A few sentences on what the shareholders have decided are enough, but the decision has to exist. Owners of companies with unpaid or symbolic capital usually get stuck here.
- The proposal on profit or loss. The form is mandatory at the submission stage even when the result is zero, and the report cannot be sent until it is filled in. The shareholders’ decision on the same question is a separate, optional form.
Keep It Dormant or Close It?
The law sets no limit on how long a company may stay dormant. It can sit idle for years as long as it files its report, keeps a legal address and, if the board lives abroad, a contact person. Each of those costs money every year, so the decision comes down to plans. If you expect to use the company within a year or two, or want to keep its bank account, VAT number and history, dormancy is cheap. If there are no plans, closing the company stops the yearly costs: one that never started trading may qualify for simplified deletion, and one that did goes through ordinary liquidation. Not filing at all is not a third option, as our article on late annual reports explains.
Zero Annual Report With Eesti Firma
Our accountants prepare and file zero reports for dormant and inactive Estonian companies, and catch up on years that were missed. If you are not sure whether a few bank fees or a founder’s loan still count as “no activity”, send us the bank statement and we will work out what the report will contain. What the service includes and what it costs is set out on our annual report filing service page.
Frequently Asked Questions
Only if it is registered for VAT or has made taxable payments. A VAT-registered company files a VAT return every month even with no transactions; a company without a VAT number and without salaries or board fees files only the annual report.
No. A bank fee is an expense, not business activity. An inactive OÜ with nothing but bank fees still reports no economic activity and stays a micro undertaking; the fee simply shows up as a small loss, which is normal for a dormant company.
Yes, in the e-Business Register. The three points above are where most self-filers stop; if any of them is unclear, it is cheaper to ask before filing than to correct the report afterwards.
