Dormant Company in Estonia: What Does It Really Cost to Keep Your OÜ?

The term *dormant company* is commonly used to describe a company that is not carrying out commercial activities.

However, in Estonia, stopping invoicing does not automatically remove an OÜ's obligations. It is worth distinguishing three situations.

Having no revenue does not necessarily mean having zero accounting.

This difference is fundamental to determining how much accounting work your company needs and how much it should cost.

Even if your company is not invoicing, it remains a company registered in Estonia.

It must keep its registry data up to date, meet its accounting obligations and file the corresponding annual report.

The company's legal address

An OÜ must maintain a valid registered legal address.

If it has no premises of its own, it can contract an address from a specialised provider.

There are also legal configurations in which the company's address can be abroad, but these may create additional obligations.

Is a contact person mandatory?

This is one of the questions that causes the most confusion among international entrepreneurs. The law distinguishes between three concepts:

• The company's legal address: the address officially registered in the Estonian Commercial Register.
• Residence of directors or shareholders: the country where the people who manage or own the company live.
• Contact person: a person or entity authorised to receive certain official communications in Estonia.

Section 24(2) of the *Commercial Register Act* establishes that a contact person is mandatory when the legal person's address is abroad.

Therefore, if an OÜ maintains a valid legal address in Estonia, the foreign residence of its directors does not, by itself, require appointing a contact person.

On the other hand, if the company's legal address is abroad, a contact person who meets the legal requirements must be appointed.

This does not mean the contact person service has no value. A company may decide to contract it voluntarily.

The point is to distinguish between what the law requires and what a provider commercially offers.

How does an OÜ without a contact person receive communications?

The company must keep its registered address and email up to date.

Authorities can use official electronic channels, such as the Commercial Register or e-MTA, and also send physical mail when appropriate.

A virtual address provider can receive and scan correspondence, depending on its terms of service.

Not all official notifications necessarily arrive by email.

That is why it is important for the company to have a reliable system for receiving and handling communications, even without a designated contact person.

Not necessarily.

Estonia requires keeping adequate accounting, documenting transactions and retaining the corresponding records.

But it does not establish a general obligation to hire an external accountant through a monthly subscription.

For example, imagine your OÜ has had no revenue all year and has only paid for its legal address service. That expense must be correctly reflected in the accounts, but the volume of work can be small.

On the other hand, a company with loans, investments, bank movements, assets or remuneration may need more complex accounting, even without sales revenue.

The director can keep the accounting and prepare the annual accounts if they have the necessary knowledge and records.

Under section 12 of the *Accounting Act*, many accounting documents and records must be kept for seven years, with specific rules depending on the type of documentation.

Yes.

An OÜ must file its annual report, called *majandusaasta aruanne*, even if it has carried out no economic activity during the financial year. This obligation is expressly confirmed by the Estonian Commercial Register.

When must it be filed?

The general deadline is six months after the end of the financial year.

If your company's financial year ends on a different date, the filing deadline changes as well.

Can I file the annual report myself?

Yes.

The director can prepare, approve and submit the report through the Commercial Register's electronic procedures, respecting the signing and filing requirements.

Micro-enterprises that meet the relevant criteria can use simplified formats.

However, accounting balances, share capital, assets, debts and the year's transactions must be checked.

What happens if I do not file the annual report?

The Commercial Register can impose fines and initiate non-compliance proceedings.

If the situation persists, a procedure may begin that ends with the company being struck off the register or forcibly dissolved.

A company being inactive does not mean it is exempt from filing its annual accounts.

Tax obligations depend on the company's tax registrations and transactions.

VAT

An OÜ that is not registered as an ordinary VAT taxable person and carries out no transactions generating special obligations generally does not need to file ordinary monthly VAT returns.

However, if the company is registered for ordinary VAT purposes, it must file its periodic returns even if it had no transactions during the month.

The general filing deadline is the 20th day of the following month.

The TSD declaration

The TSD is used to declare certain salaries, remuneration, dividends, expenses and other facts subject to tax obligations.

When there are no transactions or other reportable facts, it is generally not necessary to submit TSD information every month.

However, some transactions require a declaration even when the resulting tax is zero.

The general deadline, when a declaration is due, is the 10th day of the following month.

Corporate income tax

Estonia has a particular system for taxing corporate profits. Ordinary profits are generally taxed when distributed, not simply when earned.

In 2026, tax on distributed profits is generally calculated using the 22/78 ratio on the net distribution.

Certain expenses unrelated to business activity and other transactions provided for by law can also trigger taxation.

An OÜ with no income and no taxable transactions may have no current taxes to pay in Estonia, but it must keep up its registry and accounting obligations.

Summary table of obligations

There may also be particular obligations related to international transactions, employees, special registers or regulated activities.

There is no single annual state fee simply for keeping an OÜ registered.

The cost depends on the services you contract and your company's obligations.

Some providers sell packages that include legal address, contact person, accounting and digital tools.

Others let you contract separate services, such as a legal address or Annual Report preparation.

Provider comparison in 2026

The table below shows reference annual costs for an Estonian OÜ with no right to deduct input VAT.

We use the standard Estonian rate of 24% to illustrate VAT on competitors' published base prices.

The comparison is indicative: the plans have different scopes and conditions.

Prices and conditions checked on 5 November 2026. Competitor VAT is an illustrative 24% calculation, not an individual tax quote. The services are not equivalent and may be subject to eligibility conditions, subscription period, billing and additional services. WorksForYou currently does not charge VAT because it is not registered as an ordinary VAT taxable person in Estonia. Its new legal address and annual report service is pending launch and operational validation.

What does each provider include?

Xolo Starter

The Starter plan costs €59/month before VAT and includes a set of administrative and accounting services for Estonian companies. The Annual Report is included within the plan's conditions.

The Starter rate is available for the first twelve months or until the revenue threshold set by Xolo is reached. It is a broader service than contracting only a legal address and one-off annual report preparation.

Companio Virtual

The Virtual plan costs €39/month plus VAT and includes legal address, contact person and access to its platform. It does not include accounting or Annual Report preparation.

Companio publishes a reduced fee of €250 plus VAT for the annual report when the client meets certain conditions and pays before 31 March. To access this rate, the client must have kept an active monthly plan throughout the corresponding financial year.

The published fee rises to €500 plus VAT when payment is made between 1 April and 30 June, and to €1,000 plus VAT for later payments. Therefore, the minimum cost shown in the table is not automatically available to all clients.

Enty Annual Reporting

Enty offers a plan from €51/month, before VAT, for companies without ordinary VAT registration and with a small volume of documents. It includes administrative and accounting services, plus annual report preparation under its subscription conditions.

The included Annual Report may be subject to the contracting period. Enty sets additional conditions when the client has not paid for enough months of the financial year.

1Office

1Office offers legal address and contact person for €290 per year plus VAT. It also has a specific Annual Report service for dormant companies at €250 plus VAT.

That price is subject to strict requirements, including:

• Having no bank account.
• Not being registered for VAT.
• Having no sales revenue.
• Not exceeding five purchase invoices.
• Having no loans or financial leases.
• Having carried out no other business activities during the financial year.

Companies that do not meet these criteria may need a different service.

WorksForYou

WorksForYou is preparing a service for small OÜs with simple administrative and accounting needs. The planned offer is:

WorksForYou is currently not registered for ordinary VAT purposes in Estonia, so it does not charge VAT on its domestic invoices.

The service will be subject to eligibility conditions and to validation of its launch.

The €99 Annual Report preparation will not include extraordinary accounting work, reconstruction of previous financial years, additional tax returns, audits or situations requiring regularisation.

Which option is most suitable?

There is no single answer for every OÜ.

A company that invoices every month and has periodic tax obligations may need ongoing accounting. A company with no commercial activity may have much smaller needs.

The best comparison is not just how much the plan costs, but which services you really need and how much you will end up paying over a full year.

Before renewing your services, review:

1. Your tax situation: check whether the OÜ is registered for VAT or has other periodic obligations.
2. Your accounting: identify the movements, assets, debts and expenses that must be recorded.
3. Your legal address: confirm it is still valid and that you can receive communications.
4. Your contact person: verify whether one is legally required in your configuration.
5. Your Annual Report: check whether it is included or paid for separately.

A company with few transactions may not need the same plan as a company with daily commercial activity.

It depends on your future plans.

Keeping it can be reasonable if you are preparing a new project or expect to resume activity.

But if you have no intention of using it, it is worth analysing whether closing it is more efficient.

Estonia provides liquidation procedures and, for certain companies that never started operations, a simplified strike-off procedure, subject to legal requirements.

Stopping filing annual accounts is not a valid way to close a company.

Yes.

But before cancelling the previous service it is important to:

• Contract a new valid legal address.
• Obtain authorisation to use it as the registered address.
• Update the company's data in the Commercial Register.
• Check that the change has been registered.
• Ensure continuity in receiving communications.
• Keep the accounting records and documents needed for the next Annual Report.

It is also worth remembering that having a legal address in Estonia does not automatically remove the possible tax obligations arising from managing the company from another country.