The annual report and the audit of an Estonian OÜ

Every Estonian private limited company (OÜ) files an annual report with the Business Register each year, even when it had no activity. This guide explains the deadline, what a micro or small company must put in the report, who signs and approves it, what happens when it is late, and when the company also needs an audit or a review. It covers an OÜ; the rules for a public limited company (AS) differ in places.

In short

• The report is due within six months after the financial year ends: 30 June for a calendar year.
• Most small companies file abbreviated accounts: a balance sheet, an income statement and a few notes.
• One board member signs, and the shareholders then approve the report by a resolution.
• A late report can bring repeated fines of up to 3,200 euros each, and in the end deletion from the register.
• An audit or a review is needed only above set limits of revenue, total assets and staff.

When is the annual report due?

The report is due within six months after the end of the financial year. For a calendar-year company, that is 30 June (Commercial Code § 179(4)). The financial year is the calendar year unless the articles of association say otherwise, and it lasts 12 months (Accounting Act § 13(1) and (3)). A new company may make its first financial year shorter or longer, up to 18 months (Accounting Act § 13(2)). The law gives no extension on request.

The full rules, with examples for a first year and a non-calendar year, are on the page The annual report: who files it, when and how. The tax calendar shows the due date next to your other deadlines.

Is my company micro, small or medium?

Your class depends on three figures at the reporting date: total assets, income for the year and the average number of staff. A company is in a class when it does not exceed two of the three limits of that class (Accounting Act § 3, clauses 14 to 17).

"Income" means every increase in economic benefits, so it includes dividends, interest and gains on the sale of shares (Accounting Act § 3, clause 4). A company that mainly sells goods and services may use its sales revenue in place of income (Accounting Act § 2(6)).

A company does not lose its class at once. It keeps the reliefs of its class until it has exceeded the limits on two reporting dates in a row (Accounting Act § 2(6)).

What must a small company put in its annual report?

A micro or small company that follows the Estonian financial reporting standard may file abbreviated accounts: at least a balance sheet, an income statement and notes (Accounting Act § 15(2^1)). The report has these parts:

• The accounts: the balance sheet and the income statement.
• The notes: at least the items of Accounting Act § 21(3) that apply to you. Examples are the accounting policies, related party transactions, loans to board members, guarantees, and events after the reporting date. A note becomes mandatory as soon as the item exists.
• A management report: a short overview of the business, the main events of the year and the outlook (Accounting Act § 24(1)). When equity is below the level the Commercial Code requires, the report describes the plan to restore it (Accounting Act § 24(10)).
• With the report: the proposal to distribute the profit or cover the loss, and the sales revenue split by up to ten main areas of activity (Commercial Code § 179(4) and (6)).

A micro company on the Estonian standard may leave out the management report (Accounting Act § 14(1^1)) and gives fewer notes. It still gives the plan to restore equity in its notes when equity is too low (Accounting Act § 21(4)).

Who signs the annual report?

The management board approves the report, and at least one board member then signs it with the date of approval (Accounting Act § 25(3)). By filing it, the board members confirm that the report is correct and complete (Accounting Act § 25(2)).

A report prepared and filed in the e-Business Register, by persons identified in a secure way, needs no separate digital signature. This does not apply to an audited report (Accounting Act § 25(4)).

• A board member abroad can sign in the portal with an Estonian ID card, an e-Residency card, Mobile-ID or Smart-ID. Without any of them, the board member can sign a printout on paper, and the scan is uploaded (RIK help, in Estonian).
• A board member can appoint an accountant as a data entry person in the portal and give them the right to submit the report (RIK help, in Estonian). The accountant cannot sign in place of the board (Accounting Act § 25(3)).
• If the OÜ has no board members and no supervisory board, the majority or sole shareholder must file (Commercial Code § 179(4^3)).

Must the shareholders approve the annual report?

Yes. The shareholders decide on the approval of the report (Commercial Code § 179(3)). They can do it in three ways:

• At a meeting: more than half of the votes represented (Commercial Code § 174(1)).
• In writing, without a meeting: the board sends the draft with a deadline. A shareholder who does not answer in time is deemed to vote against (Commercial Code § 173(2)). The resolution needs more than half of the votes of all shareholders (Commercial Code § 174(2)).
• One shareholder, or all shareholders agree: a written resolution signed by the shareholders, with their names, votes and the date (Commercial Code § 173(6) and (7)).

If the shareholders do not approve the report, the board still files it on time, marked as not approved (Commercial Code § 179(4)). Approval matters for payouts: a dividend is paid only on the basis of an approved annual report (Commercial Code § 157(1)). See dividends.

What happens if the annual report is late?

The registrar can fine the company without a warning first, and can repeat the fine until the report is filed (Commercial Register Act § 57(1)). It can also fine the persons who must file (Commercial Register Act § 57(3)). Each fine can be up to 3,200 euros (Code of Civil Procedure § 46(1), in Estonian).

The steps after that:

1. Deletion warning: the registrar sets a new deadline with a warning of deletion. It may send the warning automatically (Commercial Register Act § 61(1)).
2. Deletion: if the report is still missing after that deadline, and at least three months have passed since the legal due date, the registrar may delete the company (Commercial Register Act § 61(2)).
3. Or compulsory dissolution: the registrar may instead start compulsory dissolution. The court may decide it if the report is still missing after a deadline of at least three months (Commercial Register Act § 58).
4. Reinstatement: a company deleted for a missing report can apply to return within three years. It files the missing data and the resolution of its competent body, and the registrar may then reinstate it (Commercial Register Act § 64). The state fee is 200 euros (State Fees Act § 62(4)).

A report filed a few days late is still late. Collect your invoices and bank statements in spring, and book any auditor early.

Can the annual report be in English?

No. The binding annual report is prepared in Estonian (Accounting Act § 25(1)), and the Business Register is kept in Estonian (Commercial Register Act § 8(1)).

You may add an English version. At the company's request, the register publishes it next to the Estonian one (Commercial Register Act § 8(3)). The registrar does not check the translation and follows the Estonian text. The company cannot rely on its own translation where it differs from the original (Commercial Register Act § 8(4) and (5)).

A shareholder resolution written in a foreign language needs a translation by a sworn translator when it is filed with the register (Commercial Register Act § 8(2)). A bilingual document avoids this.

When does a company need an audit or a review?

An audit is required when at least two of these figures exceed the limit: revenue or income of 5,000,000 euros, total assets of 2,500,000 euros, 50 employees on average. It is also required when one figure exceeds 15,000,000 euros, 7,500,000 euros or 180 employees (Auditors Activities Act § 91(1) and (2)).

A review (limited assurance) is required when at least two figures exceed 2,000,000 euros, 1,000,000 euros or 24 employees, or one figure exceeds 6,000,000 euros, 3,000,000 euros or 72 employees (Auditors Activities Act § 92(1) and (2)).

The figures are revenue or income, total assets, and average staff. These limits apply to reporting periods from 01.01.2024 (Auditors Activities Act § 185^3(1)).

Two more points:

• The articles of association can also require an audit (Commercial Code § 190).
• Share capital is not one of the tests. A capital reduction removes the duty only if it takes real assets out of the company and brings the figures under the limits (Auditors Activities Act § 91).

The auditor's report is filed with the annual report (Commercial Code § 179(4)). Because the deadline is 30 June, start the audit or review in good time.

Does a company in liquidation still file an annual report?

Usually yes. A planned or decided liquidation does not remove the annual report of a financial year that has already ended (Commercial Code § 179(4)).

There is one narrow exception. If the shareholders adopt the dissolution decision before that year's report is prepared, and the year can be extended to the dissolution date without passing 18 months, the decision may extend the year (Commercial Code § 211(3); Accounting Act § 13(2)). The liquidation report then covers the whole period, the company need not prepare a separate annual report for the old year, and the liquidation report is due within four months of the decision (Accounting Standards Board guideline RTJ 13, points 10 and 11, in Estonian; Commercial Code § 211(2)).

After the dissolution decision, the liquidators prepare:

• a liquidation report, filed within four months of the decision (Commercial Code § 211(2));
• an interim report for each further year while the liquidation lasts (Commercial Code § 211(3^1));
• a final report before deletion (Commercial Code § 215).

How do you correct an error in a filed annual report?

A material error of an earlier year is normally corrected in the next annual report. The comparative figures and the opening balances are restated, and a note explains the correction (Accounting Standards Board guideline RTJ 1, points 79 to 85, in Estonian). An error that is not material is corrected in the current year, because only material errors must be restated (RTJ 1, point 82, in Estonian). A change of accounting policy or of presentation is restated in the same way (Accounting Act § 22(2)).

If the filed report itself must be fixed, you file a repeat report in the e-Business Register. The registrar checks filed reports and may require you to correct them (Commercial Register Act § 51(2)). Keep the original period dates, so that the portal treats it as a repeat report (RIK help, in Estonian). The board approves and signs it again. When the change is material, have the shareholders approve it again too (Commercial Code § 179(3)).

If the error changed a dividend or a figure in a tax return, correct the tax return as well. See bookkeeping and source documents.

General information, not advice for your situation. The law as in force on 30.09.2026.