My Estonian OÜ had no activity: what do I still have to file?
Zero revenue does not zero out your filing list. Even with no activity this year, an Estonian OÜ still owes exactly one mandatory item: the annual report, due by 30 June of the following year, whatever the turnover was. If you had no payroll and never registered for VAT, you can skip the monthly VAT return (KMD), the payroll declaration (TSD), and every other periodic form entirely — but the annual report, and confirming your beneficial owner, stay non-negotiable. Miss them long enough and the consequences go beyond a fine: they include compulsory deletion from the Estonian Business Register.
The short answer
The annual report is due every year by 30 June, even at €0 turnover — the one filing that never depends on activity.
With no payroll and no VAT number, you can skip the TSD, KMD, KMD INF, VD/VDP, OSS, and every annual INF form entirely.
You still confirm your beneficial owner (UBO) every year, even if nothing changed — no separate filing, just a confirmation alongside the annual report.
Ignore the annual report long enough and the register can start compulsory deletion proceedings, not just issue a fine.
Late filing carries a fine of up to €3,200, chargeable to the company and, personally, to its board members.
Reviving a deleted company costs a €200 restoration fee on top of catching up every missed filing — staying filed is almost always cheaper.
Verified: August 2026
Why the annual report is due even at €0 turnover
The annual report (majandusaasta aruanne) is the one filing every Estonian OÜ owes every year, and turnover has nothing to do with it. The obligation comes from company law, not tax law: it is due within six months of the financial year’s end, which means 30 June of the following year for a standard calendar-year company. A company that invoiced €0, held no bank balance beyond its share capital, and signed no contracts still has to submit one. The report goes to the e-Business Register, not to EMTA, and it exists to keep the public record of every Estonian company current, whether or not that company traded. Founders often assume that no activity means nothing to file — it’s the opposite. A year with genuinely nothing to report is still a year the register expects a report confirming exactly that, on the standard deadline. How to file an annual report in Estonia walks through the mechanics if you have never done it.
What you can skip with no payroll and no VAT number
With no payroll and no VAT registration, most of the recurring compliance calendar simply does not apply to you. The forms below only trigger on a specific event — a wage payment, a VAT-taxable sale, an intra-EU supply — and if that event never happened this year, there is nothing to file for it. The annual report and your beneficial-owner confirmation are the two rows that never depend on activity.
Filing | Frequency | Required only if… | Skippable with zero activity? |
|---|---|---|---|
TSD (income & social tax return) | Monthly, by the 10th | A taxable payment was made (salary, board fee, dividend, fringe benefit) | Yes |
KMD + KMD INF (VAT return) | Monthly, by the 20th | You are VAT-registered | Yes |
VD / VDP (EU sales list) | Monthly, by the 20th | VAT-registered and made an intra-EU supply | Yes |
OSS return | Quarterly | Registered for the OSS scheme | Yes |
Annual INF forms (1, 3–9, 14, 16, 17) | Annual | Specific payments: dividends, car-use compensation, training, institutional status | Yes |
Annual report | Annual, by 30 June | Every OÜ, every year | No |
Beneficial owner (UBO) confirmation | Annual, with the annual report; immediately if changed | Every OÜ, every year | No |
In short: no payroll and no VAT number empties out almost the entire monthly calendar. What survives is the annual report and the UBO confirmation — both administrative, neither tied to revenue.
What actually goes into a zero-activity annual report
A zero-activity annual report still needs real financial statements — it is not a blank form. At minimum it includes a balance sheet (even if most lines read €0), an income statement, and a short management report stating plainly that the company had no operations during the period. If the company still holds its original share capital in a bank or EMI account, that balance appears as an asset and as equity, so the report is rarely 100% zero even for a company that never invoiced anyone. The board approves the report, shareholders confirm it, and it is submitted through the e-Business Register’s online portal — the same channel used by a company with real turnover. Founders who try to skip the financial statements and submit only a cover note get the filing rejected, which starts the clock over. Assuming no activity means nothing to prepare is the single most common mistake in this situation.
Do you still need to confirm your beneficial owner every year?
Yes — every OÜ confirms its beneficial owner (UBO) information every year, whether or not anything changed. If nothing changed, that confirmation happens automatically alongside the annual report; you are not filing a second, separate document for a no-change year. If ownership or control did change at any point during the year, that update is filed immediately, not held until the next annual report. The UBO register is separate from the shareholder register kept by the Business Register itself — one confirms who ultimately controls the company for anti-money-laundering purposes, the other records who legally owns the shares. A company with no activity still has beneficial owners; no activity describes the business, not the ownership structure, and the confirmation obligation tracks the latter.
What happens if you simply stop filing
Stopping is not a neutral choice — it starts a process, not a pause. Miss the annual report deadline and the Business Register issues a warning with a new deadline to comply. Miss that too and further reminders follow, each one narrowing the window before the register can move to strike the company off entirely. None of this requires the company to owe any tax; it is triggered purely by the missing filing. If EMTA is separately owed anything, even a small forgotten liability, unpaid amounts also accrue late-payment interest in the background. The practical effect for a founder who just stops is that consequences appear months after the deadline, not on the day itself, which is exactly what makes it easy to underestimate. What happens after a missed annual report deadline covers the sequence in detail.
How the €3,200 fine works, and who actually pays it
Late filing carries a fine of up to €3,200 per violation, and it is not capped to a single hit — a repeated failure can be fined again. Crucially, this fine does not stop at the company. Estonian law allows it to be charged to the OÜ and, personally, to its board members — the usual shield of limited liability does not cover a board member’s own failure to file on time. For a solo-founder OÜ, that means the person who incorporated the company is directly on the hook, not just the legal entity they created. This is the detail most just leave it, nothing will happen advice leaves out: the exposure is not abstract, and it is not capped at the company’s own, possibly empty, bank account.
Compulsory deletion from the register: what actually happens
If warnings go unanswered long enough, the Business Register can move to delete the company from the register entirely — a compulsory deletion, not a voluntary closure you control. Once deleted, the company stops existing as a legal entity: it can no longer invoice, sign contracts, or hold a bank or EMI account in good standing, and any account tied to it is generally frozen or closed. For a founder who assumed an unused company would simply sit quietly, this is the point where no activity turns into an actual loss of the entity — not because of anything the founder did with the company, but because of what they failed to file.
Consider a founder who incorporated an OÜ for a project that never launched, moved on, and assumed an unused company would quietly take care of itself. Two missed annual reports later, the register had already opened compulsory deletion proceedings — and undoing that cost more in restoration fees and catch-up filings than several years of the cheapest compliance subscription would have.
Restoring a deleted company: the €200 fee and the real cost
A deleted company can be restored, but restoration is not free and not instant. Reinstating it means:
Filing an application to reinstate the company with the Business Register
Paying the €200 restoration fee
Filing every annual report that was missed, not just the most recent one
If the deletion followed two or three skipped years, all of them have to be filed before the register reverses the deletion. Add the restoration fee, the back-filing work — often at accountant rates, since a multi-year catch-up is not a beginner task — and any fines already assessed, and restoring a company almost always costs more than years of the cheapest ongoing compliance would have. Staying current, even minimally, is close to always the cheaper path.
The minimum realistic annual cost of keeping an OÜ with no activity
There is no free way to keep an Estonian OÜ open — even doing everything yourself has a hard floor, because the legal address and contact person are mandatory for non-resident founders and are never bundled in for free. Realistically, keeping a no-activity OÜ compliant costs somewhere between about €150 and €400 a year, depending on how much you file yourself versus pay someone else to handle.
Cost line | Cheapest published option (Aug 2026) | Approx. annual cost |
|---|---|---|
Legal address + contact person only | Dalanta, from €124 + VAT/year | ≈ €154/year |
Address + contact person, no accounting | 1Office maintenance, €15/month | €180/year |
Address, contact person, invoicing tools | e-Resident Store Basic, €19/month | €228/year |
Formation, accounting, invoicing & annual report in one subscription | Enty, from €33/month | €396/year |
Subscription with payroll-ready accounting included | Xolo Starter, €59/month | €708/year |
The gap between the cheapest and most complete options is the difference between filing everything yourself and paying someone else to guarantee it gets done. For a company with genuinely nothing happening, the lower end is usually enough — but it never reaches €0.
The legal address and contact person you still need to pay for
A non-resident board member cannot run an Estonian OÜ without a registered legal address and a contact person inside Estonia — this is a legal requirement, not an optional add-on, and it applies whether the company is trading or not. It shows up as its own line in every cost estimate above, typically €150–€200 a year on its own if bought separately from accounting. This cost does not disappear because the company has no activity; if anything, it is the one recurring cost a no-activity company cannot avoid no matter how minimal everything else gets. Treat it as a fixed cost of existing, similar to the annual report itself, rather than something to look for a workaround around.
Keep it filed, or close it properly: the real choice
There are exactly two sound options for a company you are not actively using, and doing nothing is neither of them.
Keep it minimally compliant — file the annual report every year, confirm the beneficial owner, and pay the small recurring cost, in case you use the company again.
Close it properly — through a formal liquidation that ends your filing obligations on a date you choose, rather than one the register imposes on you.
Closing, selling, or pausing an Estonian OÜ walks through how liquidation actually works and what it costs. What is not a real third option is leaving the company registered and simply not filing — that path leads to the fine, the deletion, and the restoration cost covered above, not to the obligations quietly disappearing.
How a proper closure compares with letting the company lapse
A planned closure and an unplanned deletion end at roughly the same place — the company stops existing — but they get there very differently. Closing it yourself means you choose the timing, settle any outstanding filings on your terms, and walk away with a clean record, which matters if you plan to register another Estonian company later. Letting it lapse into compulsory deletion means the register chooses the timing, a fine is likely already assessed before deletion happens, and reopening the door later costs the €200 restoration fee plus every missed filing. If you are certain you will not use the company again, closing it is very often both cheaper and faster than waiting for the register to act. How much accounting costs in Estonia is useful context either way — for pricing a minimal compliance subscription, or for pricing the accounting work a closure itself requires.
Frequently asked questions
Do I have to file anything if my Estonian company made no money this year?
Yes. The annual report is due by 30 June regardless of turnover, and you must also confirm your beneficial owner. If you had no payroll and no VAT registration, every other filing — TSD, KMD, OSS, and the annual INF forms — can be skipped entirely.
What happens if I never file the annual report at all?
The Business Register sends reminders and a deadline to comply; ignoring them can lead to compulsory deletion of the company from the register, on top of a fine of up to €3,200 that can fall on the company and its board members personally.
Can the fine really be charged to me personally, not just the company?
Yes. The late-filing fine of up to €3,200 applies to the company and, separately, to its board members as individuals — limited liability does not shield a board member from this specific penalty for a missed filing.
How much does it cost to keep an Estonian OÜ with no activity?
Realistically from about €150 to €400 a year, covering the mandatory legal address and contact person plus either doing the annual report yourself or paying for a basic subscription that includes accounting and files it for you.
Do I need an accountant if my company had zero transactions?
Not strictly — you can prepare and file a zero-activity annual report yourself through the e-Business Register. Most non-resident founders use a low-cost subscription instead, since it also covers the mandatory legal address and contact person.
What happens to my company once it’s deleted from the register?
It stops existing as a legal entity: its bank or EMI account is generally frozen or closed, it can no longer trade, invoice, or sign contracts, and any remaining assets follow rules similar to a liquidation.
Can I get my company back after it has been deleted?
Yes, through a restoration procedure — but it costs a €200 restoration fee on top of filing every annual report you missed, which together usually costs more than staying current would have.
Should I close my company instead of leaving it with no activity?
If you are sure you will not use it again, closing it properly is usually the cheaper, cleaner option — it ends your filing obligations on your own terms instead of the register’s, and avoids fines or compulsory deletion.
Do I still need to register my beneficial owner if nothing changed?
Yes. You confirm the existing beneficial owner information every year alongside your annual report, even when nothing has changed. A separate, immediate filing is only needed if the ownership actually changes.
