What still applies
- The accounting obligation. It runs from registration to deletion, regardless of activity.
- The annual report, due within six months of the financial year end - 30 June for a calendar year.
- The requirement to have a contact person and legal address in Estonia if no board member resides here.
- VAT returns, if the company is still VAT registered, even if every return is a nil return.
What does not apply
- TSD declarations, if no payments are made to anyone.
- OSS returns, if there are no cross-border consumer sales.
- Corporate income tax, since there are no distributions and no non-business expenses.
Why people get caught
The logic feels sound: the company did nothing, so there is nothing to report. But the annual report is not a report of activity - it is a report of financial position, and a company with a zero balance sheet has a financial position to report. The register does not distinguish between a company that traded and one that did not.
The most expensive version of this: a founder registers an OÜ, the plan changes, they forget about it, and three years later they discover fines against them personally and a company in compulsory deletion proceedings. Nothing about being abroad prevents this.
Keeping a dormant company is cheap
If there is a real reason to keep the company - you intend to use it, it holds an asset, it has a name or history worth preserving - maintaining it costs very little. A dormant company needs a short annual report and not much else. Our smallest plan exists precisely for this.
If you want to stop
There are two routes, and they are not equivalent.
- Voluntary liquidation: the proper route. The company is dissolved, creditors are notified, remaining assets are distributed and the company is deleted from the register in an orderly way. It takes months and it costs something, but it ends the obligations cleanly and leaves the board members without exposure.
- Abandonment: doing nothing and waiting for compulsory deletion. This is not a strategy. Fines accumulate against the board members personally along the way, and the record stays visible.
If the company has assets, unpaid tax or open contracts, liquidation is the only sensible option. If it is genuinely empty and always was, it is still worth taking advice on the fastest compliant route rather than simply going quiet.
Practical steps if you are behind
- Check the public register entry for the company to see exactly which years are missing.
- File the oldest outstanding report first - that is usually what halts deletion proceedings.
- Deregister for VAT if the company is registered but genuinely inactive, so that nil returns stop being required.
- Then decide, deliberately, whether to keep the company or wind it up.
Frequently asked questions
Does a dormant Estonian company have to file an annual report?
Yes. The obligation applies regardless of activity, and the report is due within six months of the financial year end.
Do I need to file VAT returns if there is no activity?
If the company remains VAT registered, yes - nil returns are still due monthly. Deregistering removes that obligation.
Can I just abandon the company?
You can stop responding, but fines accrue against board members personally and compulsory deletion follows. Voluntary liquidation is the clean route.
General information, not tax advice
This article reflects Estonian law as it stands on the date shown. Rules change and individual circumstances differ - confirm your own position with us before acting.