Estonia Annual Report in 2026: Deadlines, Fines, Deletion

Two numbers set the tone for everything on this page. Only 56% of the companies required to file an Estonian annual report file it on time, and in 2024 the registrar struck more than 25,000 entities off the register, most of them for exactly this failure. Estonia is not a jurisdiction that sends polite reminders forever. They actually delete companies.

The strange part is how little compliance Estonia actually asks for. A typical non-resident OÜ owes the state one document a year, filed free of charge through a government portal, plus tax returns only in the months where something happened. Founders lose companies here not because the workload is heavy but because nobody ever showed them the calendar. This guide is that calendar, plus the exact contents of the report, the fine ladder, and how to file your first report yourself.

This is general information, not tax or legal advice. Deadlines, size categories and audit thresholds are official as of August 2026 (rik.ee, riigiteataja.ee, emta.ee); filing statistics come from Estonian legal-sector analyses and are labeled as such. Confirm current rules before you rely on them.

File on time56%

File late or never44%

The whole compliance year on one page: four clocks

Every provider page lists obligations in prose, scattered across articles. Here is the entire recurring compliance of an Estonian OÜ as four clocks. If none of the conditional clocks apply to you, your year contains exactly one deadline.

Three of the four clocks deserve a note. The TSD is where Estonia's famous deferred tax actually gets paid; the mechanics of what counts as a distribution and how 22/78 works live in our Estonian corporate tax guide. The KMD is the trap inside the trap: TSD is event-driven, but VAT registration commits you to a monthly return forever, including nil months.

And the contact person is the quiet fourth clock. It is a paid service, it lapses if you stop paying, and a lapsed contact person is itself grounds for the registrar to open a deletion procedure. Who needs one and what it costs is covered in our guide for non-resident founders.

Annual report

• 30 June, for a calendar-year OÜ
• Every company, every year
• Due even with no economic activity at all
• This is the one flag a dormant company still has

TSD

• The 10th of the month
• Only in months where something was actually paid out
• A quiet month means no TSD at all

KMD

• The 20th of the month
• Only if VAT registered — but then every single month
• Including nil months, forever

Contact person renewal

• On your provider's cycle, typically annual
• Every company whose registered address sits outside Estonia
• It lapses if you stop paying, and a lapse is itself grounds for deletion

What actually goes in the report: micro vs small, in plain language

The annual report is a set of financial statements filed with the e-Business Register, in Estonian, in a structured XBRL format the portal generates for you. How much detail you must include depends on your size category under the Accounting Act, and this is where the most-cited competitor page gets the numbers wrong by quoting EU directive thresholds instead of the Estonian statute. The figures below follow the official English translation of the Accounting Act on riigiteataja.ee, as of August 2026.

Micro-undertaking is the smallest category and the best deal, but you must meet all of these conditions on the balance sheet date:

• total assets up to €175,000;
• liabilities not exceeding equity;
• one shareholder, who is also the sole management board member;
• sales revenue up to €50,000.

A micro-undertaking may file a heavily abridged report: a short balance sheet, an income statement and a minimal set of notes, with no management report required. For a solo founder in year one, this is often a document you can genuinely assemble in an evening.

Small undertaking is everything above micro where no more than one of these indicators is exceeded: total assets €4 million, sales revenue €8 million, average headcount 50. A small undertaking files an abridged balance sheet and income statement too, but with more notes and a management report describing the year.

The practical question hiding in these definitions is the €50,000 revenue line. Cross it, or take on a second shareholder or board member, and you flip from micro to small: same June 30 deadline, but a management report and fuller notes appear. That usually marks the moment self-filing stops being trivial and bookkeeping help starts paying for itself; the market prices for that help are itemized in our Estonian company cost guide.

Audit and review: below €1 million you will never see an auditor

Estonian audit thresholds were raised by 25%, retroactively from financial year 2024, and the old figures are still widely quoted. As of August 2026, the main two-of-three tests are:

• Review (the lighter check) becomes mandatory when at least two of three indicators are exceeded: sales revenue €2 million, total assets €1 million, 24 employees.
• Full audit becomes mandatory when at least two of three are exceeded: sales revenue €5 million, total assets €2.5 million, 50 employees.

Read those numbers against a typical e-resident OÜ and the conclusion is blunt: below roughly €1 million of revenue and assets, you will never see an auditor. No review, no audit, nobody signs off on your report but you. Providers rarely say this out loud because audit-adjacent anxiety sells accounting packages, but the thresholds are public and the arithmetic is short.

The non-filing ladder: fine, warning, deletion

Here is what actually happens when the June 30 deadline passes, step by step. The escalation was sharpened by the register reform that took effect in 2023, and the first rung surprises almost everyone.

Rung 1: a fine, without a prior warning. Since the 2023 changes, the registrar can fine a late filer immediately, with no advance notice, and can fine both the company and the board member personally, non-residents included. The ceiling is €3,200 per fine, and it is repeatable until the report arrives. RASK's analysis of registrar practice is clear that these are no longer theoretical powers.

Rung 2: the deletion warning. If fines and notices change nothing, the registrar formally warns the company that it will be deleted from the register unless the report is filed after a further warning period.

Rung 3: deletion, without liquidation. The company is struck off by the registrar's own decision. There is no liquidation procedure, no orderly wind-down, no creditor process you control. Your contracts, your trademark ownership, your payment accounts all now reference an entity that no longer exists. This is the mechanism behind the 25,000+ deletions of 2024.

Rung 4: restoration, if you act fast enough. A deleted company can be restored on application for roughly three years after deletion, for a state fee of around €200, provided the missing reports are filed. After the window closes, the company is gone for good, and so is anything titled in its name.

1. 1
   30 June missedA fine of up to €3,200, repeatable, with no warning first. It lands on the company and on you personally as a board member.
2. 2
   The registrar's deletion warningA formal notice, followed by a further warning period before the registrar acts.
3. 3
   Deletion, without liquidationStruck off by the registrar's own decision. No orderly wind-down and no creditor process you control, while your contracts, trademarks and accounts still name the entity.
4. 4
   Restoration, if you act fastPossible for roughly three years after deletion, for a state fee of around €200, provided the missing reports are filed. After that the company is gone for good.

Dormant companies still file

"The annual report must be submitted even if there was no economic activity." That sentence is the register's own position (rik.ee), and it is the single most expensive misunderstanding in Estonian compliance.

A dormant OÜ files the same June 30 report as an active one; it is just a very short report full of zeros, and it takes minutes in the portal. Founders who assume "no activity, no obligations" walk their dormant company straight up the ladder above, and a meaningful share of those 25,000 deleted entities were exactly this: parked companies whose owners had mentally filed them away.

If you are keeping a company dormant on purpose, the annual report is the cheap part; the address and contact person are the real holding cost, and the dormant-versus-liquidate arithmetic is worked through in the cost guide. If you no longer want the company at all, letting the registrar delete it is not a clean exit: the fines land first, and they land on you personally as the board member.

Monthly, by the 10thTSD return, only if a payment or distribution happened

Monthly, by the 20thVAT return, once registered

Within 6 months of year endAnnual report filed to the Business Register

1 October 2026TSD form overhaul takes effect

1. Monthly, by the 10thTSD return, only if a payment or distribution happened
2. Monthly, by the 20thVAT return, once registered
3. Within 6 months of year endAnnual report filed to the Business Register
4. 1 October 2026TSD form overhaul takes effect

Your first annual report, self-filed: the checklist

Most answers to this come from someone selling a filing service. Here is the part that gets left out: around 99% of Estonian annual reports are filed through the state's free e-aruandlus environment, and for a micro-undertaking with clean books, doing it yourself is genuinely realistic. The steps:

1. Close your books for the financial year. For a simple company this means a reconciled bank statement, invoices in and out, and a fixed-asset list if you have any. If a bookkeeper has been doing this monthly, ask for the year-end trial balance.
2. Log in to the e-Business Register's reporting environment (e-aruandlus) at ariregister.rik.ee with your e-Residency card or other Estonian eID. Filing there is free; there is no state fee for the annual report.
3. Select the reporting period and your category (micro or small; the portal applies the right template). Enter the balance sheet and income statement figures; the environment generates the structured XBRL report automatically, so you never touch the format yourself.
4. Fill in the required notes. For a micro-undertaking this is a short list; for a small undertaking, add the management report describing the year's activity.
5. Sign digitally with your card and submit. Confirmation is immediate, and the report becomes a public document that banks and counterparties can and do read.

One first-year quirk worth knowing: if your company was registered late in the year, a first financial period shorter than six months can be combined with the following year into one longer first period, meaning your first report may legitimately be due 18 months after incorporation rather than six. Check what period was set in your articles before you panic about a deadline that does not exist yet.

And the honest price ladder, since this article's whole angle is that you have options: €0 self-filed through the portal, around €29 with a self-service tool that prepares a dormant or simple report for you, €250 to 1,000 to have it professionally prepared and filed. Where each tier makes sense as your volume grows is mapped in the cost guide.

Thresholds that changed

Stale numbers are the defining problem on this topic, so here is the changelog, dated, as of August 2026:

• Audit and review thresholds: raised 25%, retroactively from FY2024. Review now at 2 of 3 above €2M revenue / €1M assets / 24 employees; audit at 2 of 3 above €5M / €2.5M / 50. Guides quoting €1.6M or €4M are describing the old law.
• Fines without warning: since the 2023 register reform. Pre-2023 content still describes a mandatory warning before any fine. That grace no longer exists.
• Size categories: unchanged, but widely misquoted. The micro thresholds (€175k assets, €50k revenue, single shareholder-director, liabilities not above equity) come from the Estonian Accounting Act, not from the EU accounting directive, whose different numbers keep leaking into 2026 guides.
• TSD format: a rebuild lands on October 1, 2026 (annexes merged, new XBRL GL format). It changes how your accountant files, not when; the deadline stays the 10th. Details in the corporate tax guide.