Every year, as the 30 June annual report deadline approaches, the same question fills e-residency forums, support chats, and accountant inboxes across Europe.
“My company did not really do anything last year. Does that make it dormant? And does it change what I need to file?”
It is one of the most common questions we receive at Unicount, and it is a genuinely important one. Whether your Estonian OÜ was dormant or active in 2025 affects what your annual report must contain, how complex the preparation will be, and how much it will cost. Getting the classification wrong, in either direction, causes problems that are much easier to avoid than to fix.
This guide gives you a clear, definitive answer. We explain exactly what dormant and active mean under Estonian law, how to classify your own company correctly, what each type of report requires, and what happens if you file incorrectly or miss the deadline entirely.
Why this question matters more than most people realise
Many e-resident founders assume that if they did not send any invoices, earn any revenue, or actively run their company during the year, they are automatically dormant. Others assume the opposite — that having a bank account or paying for a virtual office makes them active.
Both assumptions are frequently wrong.
The distinction between dormant and active under Estonian accounting rules is specific, and it does not always match what a founder intuitively expects. A company can be legally dormant even if it had minor costs. A company can be active even if it had zero revenue. And the consequences of misclassifying — submitting a dormant report for a company that was actually active — are serious: the report may be rejected, you may face penalties, and the error becomes publicly visible in the Estonian Business Register.
Since all Estonian annual reports are publicly accessible, errors in your filing are not private. Banks, partners, and future clients can see them.
What does dormant actually mean in Estonia?
Under Estonian accounting law, a dormant company is one that had no economic transactions whatsoever during the financial year. The definition is stricter than most founders expect.
A dormant company in Estonia typically means:
- No bank transactions of any kind — no incoming payments, no outgoing payments
- No invoices issued and no invoices received
- No expenses paid, including subscriptions, software, or service fees
- No salary or director fees paid
- No loans taken or given
- No asset purchases or disposals
- No VAT transactions
If all of the above are true for the full financial year, your company is dormant and you can file a zero report — a simplified annual report confirming that no business activity took place.
If any single transaction occurred during the year, your company is active and must file a full annual report, regardless of how small that transaction was.
The transactions that make a company active, even when founders think they are dormant
This is where most classification mistakes happen. Here are the most common transactions that make an Estonian OÜ active, which founders often overlook:
Virtual office or registered address fee. If your company paid for a virtual office — including with Unicount — that payment is a company expense recorded in the books. Your company had a transaction. It is active.
Bank account fees. If your Wise Business, Revolut Business, or any other business account charged a monthly fee to the account, that is a transaction. Active.
Software subscriptions paid through the company. Adobe Creative Cloud, Notion, Slack, any SaaS tool billed to the company account: all transactions. Active.
A single client invoice. Even one invoice issued during the year, even if unpaid, makes the company active if it represents economic activity.
A bank transfer from you to the company. If you topped up the company account with your own money as a shareholder loan or capital contribution, that is a transaction. Active.
Interest income. If any account attached to the company generated interest, even a few cents, that is income. Active.
State fee for company changes. If you paid the Estonian Business Register to update your company details during the year, that is a transaction. Active.
The pattern is clear: dormant status requires a completely empty year. For most e-resident companies that maintain any kind of active service contract — a virtual office, a bank account with fees, or any subscription — true dormancy is rarer than founders assume.
How to check your own company status
Before you order your annual report or contact your accountant, run through this checklist for the full 2025 financial year (1 January to 31 December 2025):
Step 1: Pull every bank statement. Download full-year statements from every business account attached to the company — Wise, Revolut, LHV, or any other. Look for every single transaction, including fees, charges, and interest. If anything shows up, your company is active.
Step 2: Check your invoicing records. Did you issue any invoices from the company in 2025? Did you receive any invoices addressed to the company? Either means active.
Step 3: Review your service contracts. Did the company pay for anything on a recurring basis — virtual office, accounting, software, domain hosting? Check whether those payments came from the company account or from your personal account. If from the company: active.
Step 4: Check EMTA (the Estonian Tax and Customs Board). Log in to the EMTA e-services portal at emta.ee. Any VAT declarations, TSD declarations, or tax payments filed for the company during 2025 confirm active status.
Step 5: When in doubt, ask. If after checking everything you are still unsure, contact Unicount via the chat on unicount.eu before you order. Telling us what you found takes two minutes and we will confirm the correct classification. Filing the wrong type of report is always more expensive to fix than asking first.
What each type of annual report requires
The dormant (zero) report
If your company genuinely had no transactions in 2025, the annual report is significantly simpler. A zero report for a dormant Estonian OÜ typically includes:
- A balance sheet showing only the share capital (and any retained losses or equity from previous years)
- An income statement showing zeros across all lines
- A brief note confirming the company had no activity
- Digital signature from the board member and submission to the Estonian Business Register
The zero report must still be prepared correctly according to Estonian accounting standards and submitted in XBRL format through the e-Business Register. It must still be signed with your e-residency card and filed by 30 June 2026. The report is simpler, but it is not optional and it is not something you can skip.
The active company report
If your company had any transactions in 2025, the annual report is more involved. An active OÜ annual report includes:
- A balance sheet showing the company’s assets, liabilities, and equity at 31 December 2025
- An income statement showing all revenue and expenses during the year
- Notes to the financial statements, including accounting policies, explanations of significant items, and mandatory disclosures
- A profit allocation proposal (even if no dividends are being distributed)
- A management report for small and larger companies (micro-entities are exempt from this requirement following the January 2025 regulatory change, unless equity has fallen below half of share capital)
For an active company, all income and expenses need to be properly categorised, documented, and reconciled against bank statements. Every expense needs a source document — invoice, receipt, or equivalent. Missing documents are one of the most common causes of delays in annual report preparation, particularly for e-residents who manage everything remotely.
What happens if you file the wrong type of report
Submitting a dormant report when your company was active
This is the more serious of the two errors. If you file a zero report but your company actually had transactions, the Business Register may reject the submission if the discrepancy is detected. If it is accepted but later identified as incorrect, you may need to amend the report — a process that requires an accountant, additional fees, and time you probably do not have close to the deadline.
More importantly, an incorrect annual report is a publicly visible error. It stays on your company’s record and can raise questions from banks, counterparties, and the Tax Board.
Submitting an active report when your company was dormant
This is less common but still a waste of time and money. If you order and pay for a full active company report when a zero report would have been sufficient, you have paid more than necessary. The report will be filed correctly, but the preparation cost is higher than it needed to be.
Missing the deadline entirely
Whether your company is dormant or active, missing the 30 June 2026 deadline has the same consequences:
- The Business Register sends a formal warning — publicly visible on your company record
- Personal fines of up to €3,200 can be issued to each board member individually
- In cases of repeated non-compliance, the company faces forced deletion from the register
There is no grace period, no automatic extension, and no exemption for dormancy. A dormant company that misses the filing deadline faces exactly the same enforcement process as an active one.
Special situations worth knowing about
Your company had activity in some months but not others
If your company had transactions in January but nothing for the remaining eleven months, it is still active for the full financial year. Estonian annual reports cover the entire financial year — there is no partial-year filing or month-by-month classification.
Your company paid for services in advance in a previous year
If in 2024 you prepaid for a virtual office covering 2025, and no payment left the company account in 2025, that prior payment may or may not affect your 2025 status depending on how it was accounted for. This is one of the nuanced situations worth discussing with an accountant before you classify.
Your company is newly registered in 2025
If your company was registered in 2025 for the first time, your first annual report deadline depends on your registration date. Companies registered before 1 July 2025 must file their first report by 30 June 2026. Companies registered on or after 1 July 2025 may submit their first report by 30 June 2027, covering up to 18 months of activity. Even so, if you had transactions in 2025, accurate bookkeeping from day one is important.
Your company has a non-calendar financial year
If your OÜ’s financial year does not run from January to December — for example, if it runs from April to March — your deadline is six months after your financial year end, not 30 June. Check your articles of association if you are unsure.
You have multiple board members
The annual report must be signed by all board members. If your company has two board members, both must sign digitally before submission. Coordinating this across time zones is something to plan for early, not the week before the deadline.
A practical checklist before you order your annual report
Use this before contacting Unicount or any other provider:
✓ Confirm your financial year dates — standard is 1 January to 31 December
✓ Pull all business bank statements for the full year — every account
✓ Check for any outgoing or incoming transactions — fees, payments, receipts
✓ Check EMTA for any declarations or tax activity in 2025
✓ Confirm whether any invoices were issued or received
✓ Identify your company size — most e-resident OÜs are micro-entities
✓ Note any unusual items — loans, asset purchases, director fees, capital contributions
✓ Confirm all board members are available to sign digitally
If you work through this list and everything comes back zero, you likely have a dormant company. If anything shows up, you have an active company. Either way, you now have exactly what your accountant needs to get started.
How Unicount handles both dormant and active reports
Unicount prepares annual reports for both dormant and active Estonian OÜs. The process is the same regardless of your company’s activity level: you submit your documents through the Unicount client dashboard, our accountants review and prepare the report according to Estonian accounting standards, and it is signed and submitted to the Business Register on your behalf.
For dormant companies, the process is faster and simpler. For active companies, it depends on the volume and complexity of transactions during the year.
If you are not sure which category applies to you, just get in touch via the chat on unicount.eu before you order. We will look at your situation and tell you exactly which report you need. It takes a few minutes and it means you order the right thing from the start.
The 30 June 2026 deadline applies to both types. The earlier you start, the smoother the process.
Order your Annual Report with Unicount →
Not sure which type you need first? Reach out via the chat on unicount.eu and we will help you figure it out.
Summary: dormant vs active at a glance
| Dormant company | Active company | |
|---|---|---|
| Definition | No transactions of any kind during the year | Any transaction, however small, during the year |
| Report type | Zero report | Full annual report |
| Contents | Balance sheet, income statement (zeros), brief note | Balance sheet, income statement, notes, profit allocation proposal |
| Deadline | 30 June 2026 | 30 June 2026 |
| DIY possible? | Yes, but accuracy still required | Possible but complex; professional help recommended |
| Common mistake | Assuming no revenue means dormant | Not checking bank fees and service subscriptions |
| Consequence of missing deadline | Fines, warning, potential deletion | Fines, warning, potential deletion |
Further reading on Unicount:
