Some of our clients have asked if they could submit their annual accounts themselves when the company has been dormant and no sales revenue or expenses have been recorded.
Technically it is possible for e-residents online via Estonian Business Register in English. Unicount generally does not recommend this when clients are not familiar with accounting rules and want to record their expenses even when they had zero revenue. Please note that submitting false data is an offense in Estonia.
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.
Here is a in-detail guide to submit dormant accounts for Estonian limited company (OÜ) with zero revenue, no expenses and no registered share capital. This does not serve as professional advice and Unicount does not take any liability for the data you submit to the register. Please note that Unicount does not advise you in case of any questions as we are not qualified accountants.
Annual accounts are called annual report in Estonia and no dormant accounts regulation exist. Legally you would be submitting micro-company annual accounts with no recorded economic activity.
- Log in to the Estonian Business Register using your e-resident digital ID card. Smart-ID does not work for signing your annual accounts.
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 ja 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 1 January - 31 December) enter the date your company was registered. You do not have to file annual accounts for a period equal 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".
7. Now you have reached a view called "General view of the report". Make sure that you email address is working before trying to submit accounts. The next step is filling in mandatory reporting forms. Click on the button "Filling in reporting forms".
8. Mandatory reports are statement of financial position (a balance sheet in English) and Income statement (profif & 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 balance sheet and P&L forms. Click on enter to insert the data.
10. Your balance sheet opens up like this, no pre-filled data here.
Under assets you do not need to insert anything as your share capital has not been registered yet and company has no assets.
Under liabilities you do not need to insert anything as you have no liabilities toward suppliers and creditors.
Under equity insert 0 euros as your total equity on the balance start and end date as you have not paid in your share capital yet.
Insert 2500 euros as your issued share capital and also -2500 euros as unpaid capital on the balance start and end date.
Now click "Save and calculate totals". Blue shade fields are now calculated. When all is done correctly you can 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". 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 P&L sheet should reflect that. This would not make it dormant accounts any more and you should seek advice from a qualified accountant.
12. There are three mandatory notes (detailed reports) that need to be submitted even when doing micro company (dormant) accounts. Accounting policies, labor expenses and related party transactions. Click on Enter to access 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. There is a dropdown menu for that which for some reason in 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 the fact if the company was trading or not.
14. Labour expenses can be saved with no data 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 display general view".
16. Now you are back to the main view with all the mandatory report forms filled. When clicking "Continue to the next step" you would be prompted to insert a tick about company operating and no sales revenue created or company not operating at all.
17. Here we choose "No economic activiy 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 review opens up. To proceed click "Generate the final PDF in Estonian and English". You can also tick the box for giving access to Statistics Office of Estonia (this part is not translated yet). Then click "Send the report to signing".
19. Before siging enter the date today and click Save. Then click "Add a digital signature to the report". After this you can click "Continue to the next step".
20. Now you can download the signed report files in Estonian and English for your archive and submit the report to the register. When the submission is successfully received you should get an email notification from the Business Register.