Every Estonian company must file an annual report — even if it had no transactions at all during the year. The report must be filed within six months after the end of the financial year. If the financial year matches the calendar year, the deadline is 30 June.
This is a common situation and it can always be resolved. The longer you wait, the more expensive it becomes. Putting it right, however, is simple.
What happens if the report is not filed
The register does not sit and wait once the deadline has passed. Three things may happen.
A fine. The register may impose a fine, and it may do so repeatedly, until the report has been filed. The Commercial Register Act, § 57 subsection 1, puts it as follows:
"If a legal person has not filed the annual report with the registrar within the term prescribed by law, the registrar may, without making a warning ruling, impose on it the fine specified in § 601 of the Code of Civil Procedure repeatedly, until the obligation to file the annual report has been performed."
The fine may be up to 3,200 euros, and it may also be imposed on a board member personally, not only on the company. The law allows the fine to be imposed straight away, without a prior warning. In practice the register does still send a warning first. It is safer not to wait and see which route the register takes.
Deletion from the register. If the report remains unfiled even after the warning, the register may delete the company. The Commercial Register Act, § 61 subsection 2, says:
"A legal person may be deleted from the register if the legal person has not filed the annual report within the term set by the registrar and at least three months have passed from the filing date prescribed by law."
How to put it right
The solution is simple: file the missing report. Filing the report stops the whole procedure. Three typical situations:
- The deadline has passed and no letter has arrived yet — file at once, this is the cheapest way.
- You have received a warning or a fine — now the date given in the ruling is what counts, file within it.
- A deletion warning, or already deleted — act without delay.
If the company had no activity, a full annual report still has to be filed. The figures are then simply close to zero. If reports for several years are missing, file them year by year and in the right order. The opening figures of each year must match the approved closing figures of the previous year.
Common questions
The company had no activity. Do I still have to file a report?
Yes. The obligation applies to every company, whatever its activity. The report of a company with no activity is short, but it has to be filed.
Can a company really be deleted simply because of an unfiled report?
Yes. The law provides for this as a separate ground. Deletion does not happen at once, but after a warning and once three months have passed it is possible.
This article was prepared with the help of artificial intelligence.