For most small OÜs, an audit of the annual report isn’t required — but the obligation can appear unexpectedly, especially after revenue growth, hiring, or significant funding. Then the problem is usually not the audit itself, but that the auditor is contacted too late.
We’ll cover the difference between audit and review (ülevaatus), the threshold values, and a quick self‑check based on your numbers.
In practice, before filing, verify the requirements in Accounting Act (RPS) and Commercial Code (ÄS).
This guide explains annual report audit step by step and highlights the practical decisions that reduce risk in 2026.
Audit vs review (ülevaatus)
- Audit is a deeper examination of financial statements and provides a higher level of assurance.
- Review (ülevaatus) is a lighter‑touch check with limited assurance (fewer procedures).
If audit or review is mandatory, the auditor’s opinion is submitted together with the annual report.
Mandatory review thresholds (ülevaatus)
Review is typically required if the company exceeds at least two of the three indicators:
- Revenue: €2,000,000 or more
- Assets (balance sheet total): €1,000,000 or more
- Average employees: 24 or more
Mandatory audit thresholds
Audit is typically required if the company exceeds at least two of the three indicators:
- Revenue: €5,000,000 or more
- Assets (balance sheet total): €2,500,000 or more
- Average employees: 50 or more
Audit/review can also become mandatory when one higher threshold is exceeded. Always check the law for current values.
If you are close to the thresholds, don’t leave the auditor search for June. Even a preliminary assessment and a document list can save weeks.
10‑minute check: do you need an auditor?
- Take three figures for the last year: revenue, assets at year‑end, average headcount.
- Mark which thresholds you exceed.
- If 2 of 3 are exceeded — prepare for audit/review.
- If unsure — clarify early and in parallel plan annual report deadlines (see annual report filing).
What to prepare so audit/review doesn’t drag on
- Year‑end closing: bank reconciliation, balances, loans, material items.
- Documents for major transactions: loans, investments, significant deals.
- Structure of receivables/payables if amounts are material.
- Availability of primary documents so you’re not searching “in chats” at the last minute.
FAQ: audit and review
What’s the difference between audit and review (ülevaatus)?
Audit is deeper and provides higher assurance; review is lighter and provides limited assurance.
When does audit/review become mandatory?
When the company exceeds the thresholds for revenue, assets, and/or headcount (usually 2 of 3 indicators, or a single higher threshold).
Do I need to attach the auditor’s opinion to the annual report?
Yes, if audit or review is mandatory, the auditor’s opinion is filed together with the annual report.
What if audit is required but the deadline is close?
Engage the auditor urgently and prepare closing data and documents in parallel. Delays usually happen because primary data isn’t ready.
Quick checklist (January 2026)
If you’re implementing this guide around annual report audit, use this short checklist to turn it into action. It’s the same structure I recommend to clients who want fewer surprises and a calmer month-end.
- Write scope first: what you need monthly, quarterly, and annually — and what you don’t.
- Collect documents early: aim to have everything in one place by the 5th.
- Use a single owner: one person responsible for “close the month”, even if tasks are delegated.
- Keep e‑MTA access clean: authorizations, contacts, and responsibility should be explicit.
- Review edge cases monthly: cross‑border VAT, payroll changes, unusual transactions.
- Document decisions: payments, reimbursements, and policies should be written, not implied.
Related reading: Emta Deadlines 2026: Complete Estonian Tax Calendar · VAT Declaration in Estonia: Complete Guide 2026.
Common pitfalls to avoid
Most problems I see are not “tax complexity” — they’re process gaps: missing documents, unclear decisions, and last‑minute fixes. If you want to improve outcomes around annual report audit, watch these patterns:
- No single source of truth: invoices and receipts spread across email, chat, and photos.
- Unclear responsibility: “someone will file it” is the fastest way to miss a deadline.
- Changing the process mid‑month: switch tools/providers right after month-end closing.
- Edge cases ignored: cross‑border VAT, multi-currency, benefits, and reimbursements need monthly review.
One last tip
Schedule a 15-minute monthly review: what changed in the business model, what was unusual this month, and what needs documentation. That habit prevents most cleanup work.
Where to verify details
Rules and interfaces change. For anything sensitive (rates, deadlines, registration steps, platform requirements), verify against official sources and keep the link in your internal checklist: See also: consolidated annual report Estonia.
- EMTA / e‑MTA: official tax and filing guidance.
- Business Register (RIK): registration and annual report submissions.
- Sector registries: e‑invoice directories (where applicable) and vendor documentation.
Documents and data to prepare before filing
The annual report is only as good as the year-end bookkeeping behind it. A short “data pack” saves time, reduces questions from the Business Register, and makes approvals easier. See also: shareholder loan.
- Bank statements + reconciliations: confirm closing balances match the ledger.
- Sales and expense documents: invoices, receipts, contracts, and prepayments.
- Payroll and board pay: summaries, taxes withheld, and any benefits.
- Loans and capital changes: shareholder loans, equity movements, planned dividends.
- Fixed assets: register and depreciation schedule.
- Tax filings: VAT returns and annual tax payments, if relevant.
If the company had no activity, keep evidence of zero transactions (bank statement or account closure confirmation). It helps explain a “zero report” if questions appear later. See also: negative equity Estonia.
See also: Zero Activity OÜ Annual Report: Filing Without Turnover · Late Annual Report: Penalties, Risks, Action Plan. See also: profit allocation decision.
Conclusion
For small businesses, an audit is usually not required — but you need to confirm it with numbers. Once a year, check the three indicators and plan the filing early if you’re near the thresholds. See also: annual report notes.
Want to file your annual report without surprises (and coordinate an auditor if needed)? Contact us — we’ll prepare the report and coordinate the audit/review if required.