Some of our clients have asked if they could submit their annual accounts themselves if their companies have been dormant and no sales revenue was generated in the previous financial year.
Technically it is possible for e-residents online via the Estonian e-Business Register in English. Unicount generally does not recommend it if you are not familiar with Estonian GAAP (Generally Accepted Accounting Principles) and want to record any items such as expenses, assets, or liabilities even if your company generated no sales. Estonian Generally Accepted Accounting Principles are defined by the Estonian Accounting Act and guidelines issued by the Accounting Board of Estonia.
If you still feel like doing it be warned that the process is not an easy one and the user experience has never been designed to please someone who is not an Estonian and already a qualified accountant. So please be patient when doing it on your own in English. You will also see a lot of translations missing in the Business Register online service.
This does not serve as professional advice and Unicount does not take any liability for the data you submit to the authorities.
Unicount can advise you in case of any questions for a fee. We would strongly suggest you trust our accountants to submit your annual accounts.
The screenshots and instructions only apply for micro-company annual accounts (mikroettevõtja) and therefore cannot be used for any other type of business not qualifying as a single physical person shareholder micro company. If you cannot choose a selection of the standard "Mikroettevõtja" then probably you are not one according to the Business Register information.
Annual accounts are called "annual reports" in Estonia and there is no dormant accounts regulation. By following these instructions you would be submitting micro-company annual accounts with no recorded economic activity.
Just so you know, submitting false data is an offence in Estonia.
Here is an in-detail guide to submitting annual accounts for an Estonian limited company (OÜ) qualifying as a micro company, with zero revenue, no paid employees, no expenses, and no registered share capital.
Log in to the Estonian e-Business Register using your e-resident digital ID card or Smart-ID.
2. Click on the "Annual reports" tab and then under the tab "Reports to be submitted" click on the button "Add new report".
3. Select the company you would like to file for from the dropdown menu.
4. In the next selection open the "Type of report" menu and select "Annual report".
5. If you are filing for a period that does not match with your financial year (all companies registered via Unicount have a financial year of 1 January - 31 December) enter the date your company was registered. You do not have to file annual accounts for a period equal to or less than 6 months. So if your company was registered on or after 1 July you can present annual accounts for a period longer than your financial year. You would still need to insert your company registration date manually though. Here we entered 07.06.2019.
6. The next selection enables you to generate a copy of annual accounts in English. This is helpful to see what you actually made. Select yes and click "Add new report". The category of the reporting forms selection needs to be made, so select "Mikroettevõtja", meaning micro company.
7. Now you have reached a view called "General view of the report". Make sure that your company email address is correct before trying to submit accounts. You can contact Unicount support to ask for email confirmation if your public email is Unicount-provided spam-free email@example.com that is forwarded to your Client Dashboard. The next step is filling in mandatory reporting forms. Click on the button "Filling in reporting forms".
8. Mandatory reports are statements of financial position (a balance sheet in English) and Income statements (profit & loss statement in English). We would not explain the differences in Schemes but make sure to select the same options as shown. Then click Save.
9. Now you can insert the data for the balance sheet and P&L forms. Click on enter to insert the data.
10. Your balance sheet opens up like this, unpaid share capital of 2500 euros is already recorded correctly if you registered your company before 1 February without depositing share capital.
Under assets, you do not need to insert anything as your share capital has not been registered yet and the company has no assets.
Under liabilities, you do not need to insert anything as you have no liabilities toward suppliers and creditors.
Now click "Save and calculate totals". Before the page refreshes confirm that you want to overwrite the totals, even though nothing happens on the form if you did not enter any figures manually. Then click "Back to the view of reporting forms".
11. Now let's do the P&L statement. Under the assumption of zero revenue, you just write zero to the revenue field. Then click "Save and calculate totals" and confirm that you agree to the warning about overwriting. When done click "Back to the view of reporting forms".
Please note that if you have paid for company registration and virtual office from your own pocket and would like to be reimbursed by the company your balance sheet and P&L sheet should reflect that. This in turn would make your equity negative if no sales were recorded, so we do not recommend doing it unless you have some sales to balance it with. Having negative net assets is not allowed in Estonia.
When done check if you made any errors by clicking on the "Check correspondence to the rules".
You would see this error message now, which means that the extras need to be filled in too.
12. There are three mandatory notes (detailed reports) that need to be submitted even when doing micro company (dormant) accounts. You can find these under the Notes tab. Mandatory notes are accounting policies, labour expenses, and related party transactions. Click on Enter to access each of the forms.
13. Accounting policies are made simple, you just need to select that the company is still active and no more data is requested from micro companies. There is a dropdown menu for that which for some reason is mistranslated in English ("going concern" while in Estonian it is "ettevõtte on jätkuvalt tegutsev"). Choose yes and then click save and "Back to the view of reporting forms". Please note that this is not related to fact if the company was trading or not.
14. Labour expenses can be saved with correct zeros inserted under the assumption that no persons were employed. Click save and "Back to the view of reporting forms".
15. Now comes the last note, related parties. Here you need to insert 2500 euros of receivables that you/shareholders owe the company as the share capital has not been paid yet. When done click "Save" and "Back to the view of reporting forms".
16. Now you are back to the main view with all the mandatory report forms filled. When clicking "Check correspondences to the rules" you would see if all went well. It can take some time if the system is overloaded.
17. Navigate "Back to the main view of the report" and open "Enter the breakdown of sales revenue" to select if the company was operating and no sales revenue was created or the company not operating at all.
Here we choose "No economic activity was performed" and click Save and "Back to the main view of the report".
18. Now we can click on the button "Continue to the next step" again and the review opens up. To proceed click "Generate the final PDF. You can also tick the box for giving access to the Statistics Office of Estonia (this part is not translated yet). Then click "Send the report to signing".
Here you just select "Digital signing of the report" and confirm that you are sure.
19. Before signing enter the date today and click Save. Then click "Add a digital signature to the report".
After this you need to click once more "Please sign the report". No resolution is needed here.
Now comes the actual signing where you need to click on "Sign the document"
When signing worked you would see that your annual report is signed.
20. Now you can download the signed report files in Estonian and English for your archive and submit the report to the register on the next step. For this click "Continue to the next step".
Here you can select that your annual accounts were approved by the shareholders as you are the only shareholder. No special resolution is required to be submitted.
Now comes a funny part where you need to submit a proposal for the distribution of profit or covering of loss even though you had no economic activity. You cannot submit the report without filling out one of the two. Click on "Choose forms".
Now select "Profit distribution proposal" and click enter.
Now you can open the proposal by clicking Enter.
You can write zero to the Total line, then click on "Save and calculate totals", ignore the warning and then click "Back to the submission of the report".
21. Finally we made it to submission. When submitting you can choose if it is published on the Business Register immediately or on 30 June which is the official deadline. For dormant accounts, you don't have too much to hide from your competitors. Therefore select "Submit the report to the register".
Now the system runs a verification of the report and you need to confirm beneficial owners. When the submission is successfully submitted to the register you are directed to the main view of the report with a notice of "Report successfully submitted".