An Estonian private limited company (OÜ) is quick to set up and cheap to run, but it is not maintenance-free. A handful of recurring obligations apply to every company, whether or not it trades, and most of the problems we see with companies owned from abroad come from a missed deadline rather than from anything complicated. This guide lists the recurring obligations and explains two services that cover them: the annual company secretary service and monthly accounting.
The guide is general information, not legal, tax or accounting advice for your company.
Obligations every company has
1. Annual report
Every company must prepare an annual report for each financial year and submit it to the commercial register within six months after the end of that year. For most companies the financial year is the calendar year, so the deadline is 30 June. A company without turnover still files a report. The report is approved by the shareholders and signed by the management board in the register's e-filing environment.
2. Beneficial owner data
Under the Money Laundering and Terrorist Financing Prevention Act the company must submit data about its beneficial owners — the natural persons who ultimately own or control it — to the commercial register, keep it up to date when it changes, and confirm it when it submits the annual report.
3. Address and contact person
A company must have an address in Estonia at which it can be reached. If its management board is located abroad, the company must also have a contact person in Estonia who is authorised to receive documents on its behalf (Commercial Code § 63¹). Both services run for a period; when they end they must be renewed or replaced, and the register data updated.
4. Register data
Changes in the management board, the articles of association, the business name, the address or the contact person must be entered in the commercial register. For some changes the entry is what makes the change effective towards third parties.
5. Tax returns
A company registered as a VAT payer files a VAT return every month, by the 20th day of the following month. A company that pays salaries or board member fees files a monthly declaration by the 10th day of the following month. A company that is neither a VAT payer nor pays anyone may have no monthly tax returns at all — but still has its annual report.
Missing these obligations has consequences: fines, the loss of the VAT number, difficulties with the bank, and — for a company that repeatedly fails to file its annual reports — compulsory deletion from the register.
The annual company secretary service
Our annual company secretary service keeps the corporate calendar of your company for twelve months so that no statutory deadline is missed. It costs and is available on its own for any Estonian company, or as an upgrade when you buy a ready-made company or form a new one. You receive:
- email reminders of the annual report deadline and of the register data that must be kept current;
- one annual check of the company's commercial register data and beneficial owner data;
- a draft shareholder resolution approving the annual report, once a year.
It does not include preparing the annual report itself, register changes (each is ordered separately, for example a change of management board member), or accounting and tax returns.
Monthly accounting
A company that trades needs ongoing bookkeeping. Our monthly accounting starts from for a company with a small number of monthly transactions; the final monthly price follows the volume and is confirmed in a quote. It includes bookkeeping of bank statements and invoices, the monthly VAT return where the company is a VAT payer, and monthly payroll declarations where they apply, by agreement. The annual report, tax planning and the statutory audit are not included.
A company without turnover does not need monthly accounting: our annual report for a company without turnover is the right service for it.
Which service fits your company
| Your company | What it needs |
|---|---|
| Holding or dormant company, no transactions | Annual report without turnover + company secretary service |
| Trading company, not a VAT payer | Monthly accounting + company secretary service |
| Trading company with a VAT number | Monthly accounting (includes the VAT return) + company secretary service |
How to order
The company secretary service has a fixed price and is paid in the order form. Monthly accounting is a "quote" item: tick it in the order form and we confirm the monthly price by email before we start. All communication takes place by email.
Frequently asked questions
What does the annual company secretary service do?
For twelve months we keep your company's corporate calendar: email reminders of the annual report deadline and of the register data that must be kept current, one annual check of the company's commercial register and beneficial owner data, and a draft shareholder resolution approving the annual report. It does not include the annual report itself, register changes or accounting.
Can I order the company secretary service for a company I already own?
Yes. It is available on its own for any Estonian private limited company under our services for e-residents and foreigners, and as an upgrade when you buy a ready-made company or form a new one.
What does monthly accounting include?
Bookkeeping of bank statements and invoices, the monthly VAT return where the company is a VAT payer, and monthly payroll declarations by agreement. The annual report, tax planning and the statutory audit are separate.
Does a company without transactions need monthly accounting?
No. A dormant company needs its annual report, which we prepare as a separate service, but no monthly bookkeeping. Monthly accounting is for a company that trades.