What happens if my Estonian company has no activity for a year?
Legally, very little changes. The company still exists and must file its annual report within 6 months (source: rik.ee, checked 3 Oct 2026) of the year end. If it is VAT-registered, it files a VAT return every month even with no sales, and fees for its address and services usually continue.
Key facts
- Deadline to file the annual report after the financial year ends, with or without activity 6 months Source: rik.ee, checked 3 Oct 2026
- Minimum time after that deadline before the registrar may delete a company that has not filed 3 months Source: riigiteataja.ee, checked 3 Oct 2026
- Day of the following month by which a VAT-registered company files its VAT return 20th Source: emta.ee, checked 3 Oct 2026
- Day of the following month by which form TSD is due, for months with taxable payments 10th Source: emta.ee, checked 3 Oct 2026
General information only, not tax or legal advice. This site is not affiliated with, endorsed by or operated by the Republic of Estonia or the e-Residency programme.
The company keeps existing, with the same duties
A year without sales doesn’t change a company’s legal duties. The OÜ stays in the e-Business Register and keeps its filing obligations until it is closed, and the registrar’s guidance is explicit that the annual report must be filed even if there was no economic activity.
| Obligation | During a year with no activity | Where it comes from |
|---|---|---|
| Annual report | Still required, within 6 months of the year end | Accounting Act and Commercial Code, filed with the e-Business Register |
| VAT return | Every month if the company is VAT-registered, by the 20th of the next month, even with no sales | Estonian Tax and Customs Board |
| Form TSD | Only for months with taxable payments, by the 10th of the next month | Estonian Tax and Customs Board |
| Legal address or contact person | Still needed. A company whose address is abroad must keep a qualifying contact person in Estonia | Commercial Register Act |
| Register details | Keep the company’s email address and board member details up to date | e-Business Register |
The annual report for a quiet year is usually short, because there are few transactions to report. It still has to be prepared, approved by the shareholders and signed by a board member. What an annual report involves covers the steps.
What a quiet company still costs
The state doesn’t charge a fee just for keeping a company registered, but the services around it usually continue:
- the service provider or accountant who prepares the annual report and any returns
- the legal address, and the contact person if the company needs one
- the business bank account
- any subscriptions still in the company’s name
Ask your provider whether it offers a lower price for a company with no activity, and what it would still include. The cost calculator shows the yearly costs for the plans and banking options it covers, and what to look for in an Estonian accounting service provider lists what to compare.
VAT: stay registered or deregister?
A VAT-registered company files a VAT return for every month, including months with nothing to report. If you don’t expect taxable sales for a while, it is worth checking whether to cancel the VAT registration and what conditions apply. If you might restart soon, weigh the monthly filings against registering again later. When an Estonian company needs to register for VAT covers the registration rules.
What happens if filings stop
A quiet company that also stops filing moves into the registrar’s supervision process, which can end in deletion.
- Warning. Once the annual report deadline passes, the registrar sets a new deadline with a warning that the company may be deleted. The warning can be sent automatically.
- Fines. The registrar can impose fines on the company and the people responsible.
- Deletion. If the report still isn’t filed by the registrar’s deadline, and at least 3 months (source: riigiteataja.ee, checked 3 Oct 2026) have passed since the legal due date, the company may be deleted from the register.
- Restoring it later. The registrar may reinstate a company deleted this way if it submits what was missing and petitions within the time limit in the Commercial Register Act. Reinstatement carries a state fee.
A similar warning-and-deletion process applies when a company that needs a contact person doesn’t have one. Being deleted this way is not a planned closure.
Keep it, or close it?
Keeping a quiet company makes sense if you expect to use it again and are happy to keep paying for its address, filings and account. If you don’t expect to restart, a planned closure ends the filings and fees. How to close an Estonian company explains the two planned routes, including the simpler deletion for a company that never started activities.
Whatever you decide, check whether a quiet year changes anything in your country of residence, for example how profit kept in the company is treated.
Common questions
- Do I need to file anything with the Tax and Customs Board if nothing happened?
- If the company is VAT-registered, yes: a VAT return for every month. Form TSD is filed for months in which the company makes taxable payments, such as salary, board member fees or dividends.
- Can I put the company on hold?
- A sole proprietor can report a suspension of activity to the register, but a private limited company generally keeps the same filing duties until it is closed. Check with your service provider or the registrar if you are unsure.
- Does an inactive company pay corporate income tax?
- Estonian corporate income tax is due when a company distributes profit or makes certain other payments, so a company that pays nothing out usually has none to pay. Check any remaining filings with your accountant.
What to check next
- Whether the company is VAT-registered, and whether it should stay registered
- Which service provider, address and bank fees continue while the company is quiet
- Whether a quiet year changes anything in your country of residence
- Whether closing the company would be simpler than keeping it
Try the cost calculator: What will it cost in the first year, and after that?
Read next
- What does an Estonian company's annual report involve?
- How do I close an Estonian company?
- What to look for in an Estonian accounting service provider
- When does an Estonian company need to register for VAT?
Terms in this guide: Annual report, VAT, Contact person, Legal address, e-Business Register.
Sources
- Annual reports, Centre of Registers and Information Systems (RIK). Checked 3 Oct 2026.
- Commercial Register Act, Riigi Teataja (Estonian State Gazette). Checked 3 Oct 2026.
- Filing VAT returns and reports, Estonian Tax and Customs Board (EMTA). Checked 3 Oct 2026.
- Submission of declaration form TSD, Estonian Tax and Customs Board (EMTA). Checked 3 Oct 2026.
- Income and social taxes, Estonian Tax and Customs Board (EMTA). Checked 3 Oct 2026.
Figures last checked: 3 October 2026. Each figure links to its source; see all sources and dates.