Notes (lisad) are the “explanations behind the numbers”. In small businesses, annual reports most often break right here: the balance sheet and P&L are filled in, but it’s not disclosed what sits behind loans, payables, fixed assets, etc. This matters for e‑Äriregister because notes (lisad) are part of the annual report under the Accounting Act (RPS), and banks and counterparties actually read them.
If your balance sheet includes loans, fixed assets, or material payables, don’t leave them without notes. Often 1–3 lines with terms and structure are enough—but they must be specific and match the numbers.
First, I’ll show which notes are mandatory by company category (micro/small/medium/large) under the Estonian Accounting Act (RPS). Then you’ll find a practical set and short templates that usually cover the most common bank and registry questions.
In practice, before filing, verify the requirements in Accounting Act (RPS) and Commercial Code (ÄS).
The core principle of notes
Each note should answer three questions:
- What is this item?
- How much is it at year-end?
- What are the terms/structure? (maturity, interest, composition, overdue, collateral)
If there is a line in the balance sheet that is noticeable by size, it should have a clear note.
Mandatory notes by company category (Estonian Accounting Act)
Under the Estonian Accounting Act (Raamatupidamise seadus, RPS), the minimum disclosures in notes depend on your category (micro/small/medium/large) and reporting format. In e‑Äriregister, you’ll see this immediately: after selecting the category, the portal shows the required note fields.
Micro undertaking: minimum for micro annual accounts
If you file micro annual accounts, you must disclose at least:
- off-balance sheet and conditional obligations (if any);
- liabilities covered by security (if any);
- prepayments and loans granted to or guaranteed for management and senior management + loan terms (if any);
- average number of employees;
- if equity does not meet the Commercial Code requirements — planned activities to restore equity.
Small undertaking: minimum for abridged annual accounts
For a small undertaking, the minimum list is broader and includes:
- that the annual accounts are abridged;
- material accounting policies;
- changes in accounting policies;
- off-balance sheet and conditional obligations;
- net turnover by principal lines of activity and geographical markets (if significant);
- liabilities covered by security;
- prepayments and loans granted to or guaranteed for management and senior management + loan terms;
- average interest rates by remaining maturities for loans granted and received;
- profit allocation proposal and/or decision;
- dividends paid and/or payable;
- target financing received and used;
- related party transactions not conducted at market terms;
- average number of employees;
- remuneration paid to management and senior management.
Medium/large undertaking: full notes
For medium and large undertakings, notes follow the applicable standard (Estonian financial reporting standard or IFRS) without “abridged” limitations — in e‑Äriregister, this simply means a longer list of required fields.
In all cases, the “true and fair view” principle applies: if the numbers are unclear without an explanation, add a short disclosure.
Practical notes to add when you have typical items
Even if your mandatory list is shorter, in practice (bank/partners/self-check) you usually need notes like these:
Accounting policies (Raamatupidamise põhimõtted)
- which framework you apply (Estonian GAAP / IFRS);
- revenue recognition (when and on what principle);
- depreciation method for fixed assets;
- inventory valuation principle (if applicable);
- FX differences (if you have foreign currency transactions).
Fixed assets (põhivara)
If you have equipment, hardware, or software:
- cost and accumulated depreciation;
- additions/disposals during the year;
- useful lives and depreciation method.
Loans (laenud) and balances with the owner
- balance as of 31.12;
- repayment term;
- interest rate (or no interest);
- collateral (if any).
Receivables/payables (nõuded/kohustised)
If amounts are material:
- major counterparties or a “breakdown” (e.g., “mostly prepayments/contractors/taxes”);
- overdue amounts and provisions (if applicable).
Events after the reporting date (pärast bilansipäeva)
A major deal, dispute, cessation of activity, financing—anything that could change how your financial position is perceived.
Practical templates (short and to the point)
Loan template
“As of 31.12.20XX, the shareholder loan balance is … €. Repayment term: …, interest rate: …%, collateral: … / none.”
Fixed assets template
“Fixed assets are depreciated using the straight-line method. Useful lives: IT equipment … years, other … years. Balance as of 31.12: … €.”
Receivables template
“Accounts receivable as of 31.12 total … €, mainly related to … (description). Overdue receivables: … €.”
Checklist before filing
- Your accounting policies match your actual bookkeeping (not generic copy-paste).
- Loans are disclosed if they exist in the balance sheet.
- Fixed assets are disclosed if you have them.
- Numbers in the notes match the balance sheet.
- There is a note on events after the balance sheet date (even if “none”).
Common mistakes
- Loan is shown in the balance sheet, but terms are not disclosed.
- Fixed assets exist, but depreciation is “0” with no explanation.
- Receivables/payables are material, but the notes provide no breakdown.
- Numbers in the notes don’t tie to the balance sheet (technical errors).
See also on blog.accres.eu
How we can help
If you want to close this quickly and avoid refiling: we can verify the numbers, prepare and submit the report in e‑Äriregister, advise on documentation and take it all the way to filing. Contact us.
What counts as “material”
In law and in practice, the key criterion is materiality: if an item could influence the decisions of a report user (bank, investor, partner), it needs an explanation. A practical rule of thumb for a small OÜ:
- if an item is > 10–20% of assets/liabilities, disclose it;
- if an item is sensitive (shareholder loans, overdue receivables, large prepayments), disclose it even if the share is smaller.
How to work with notes in e‑Äriregister (without losing meaning)
In the portal, you’ll see fields for the main notes. A practical sequence:
- first fill out the põhiaruanded (balance sheet and P&L);
- then go through the balance sheet top-to-bottom and create notes for material lines;
- finally attach extra documents (if needed) and review the PDF preview.
If you use accounting software, don’t paste long texts “for volume”. It’s better to have 6–10 short notes that truly explain the numbers.
Mini fixed assets table (template)
- Opening balance
- Additions
- Disposals
- Depreciation
- Closing balance
This table answers 80% of questions about põhivara.
Related parties (seotud osapooled): when you should remember them
If the company has transactions with shareholders/directors/related companies (loans, services, rent), this is a “high attention” area. Even under abbreviated reporting, it’s useful to disclose briefly:
- who is related,
- what transactions exist,
- on what terms.
Mini case
Situation: your balance sheet includes a shareholder loan of €30,000.
Bad: the notes are empty.
Good: one line with loan terms + the 31.12 balance + maturity. The bank “gets the story” without additional emails.
FAQ
Can we skip notes if we are micro and have few transactions?
You can’t skip notes entirely: even micro annual accounts have a minimum required set under the Estonian Accounting Act (see the list above). If a section is not applicable, mark it as such and keep it concise.
If leaving something unexplained would make the statements unclear, add a short disclosure — annual accounts must provide a true and fair view.
Do we need to attach the loan agreement?
Usually it’s enough to describe the terms in the notes and keep the agreement in your internal records. In borderline situations, it’s better to have the contract ready.
What if the numbers in the notes don’t match the balance sheet?
Stop and reconcile. Most mismatches come from classification errors (short-term vs long-term) or rounding/copying mistakes. See also: annual report in English.