Shareholder loans (osaniku laen) and owner settlements are a normal part of life for a small OÜ. The problem starts when transactions are undocumented and loans are mixed with personal expenses. The risk is double: the annual report becomes hard to understand, and you may trigger tax questions (including erisoodustus issues).
Documents and transaction logic matter most. When money moves like “personal” funds without an agreement and clear terms, EMTA risk increases sharply. A simple document and payment discipline usually solve it.
Below is how to present shareholder loans and owner settlements in the balance sheet and notes (lisad) — and where tax risks most often appear.
In practice, before filing, verify the requirements in EMTA guidance on income and social taxes and Commercial Code (ÄS).
Separate three different stories
- Shareholder loan to the company (money goes into the OÜ) → a liability in the balance sheet.
- Company loan to the shareholder (rare, but happens) → a receivable in the balance sheet.
- Expense reimbursement (the shareholder paid for the company) → settlement/compensation, not a “lost expense”.
If you mix these, the report becomes impossible to explain.
Minimum documents you should have
- a loan agreement or written terms (amount, term, interest/interest-free, repayment rules);
- proof of transfers (bank statements);
- a reconciliation of the balance as of year-end (with a simple movement table).
If there are many transactions, keep a simple table: date, amount, purpose, running balance.
How it appears in the annual report
Balance sheet
- shareholder loans → liabilities (short/long-term depending on maturity);
- company loans to shareholder → receivables;
- accrued interest (if any) → separate lines/disclosures.
Notes (appendices)
In lisad you normally disclose:
- balance at year-end,
- maturity,
- interest rate,
- collateral (if any),
- material changes in terms.
Practical disclosure template
“As of 31.12.20XX, the shareholder loan balance is … EUR. Repayment term …, interest rate …%. During the year, … EUR was repaid.”
Red flags to fix before filing
- a loan with no terms and no movement for years;
- owner’s personal expenses recorded as company expenses;
- frequent cash operations without source documents;
- netting/offsetting without a clear explanation.
Checklist before filing
- Loan documents exist.
- Balances match bank statements.
- Lisad disclose terms for material amounts.
- Personal expenses are not hidden in company costs.
- You understand tax implications of questionable transactions.
How we can help
If you want to close this quickly and avoid refiling: we can review the data, prepare the report in e‑Äriregister, advise on documentation, and take it to filing. Contact us.
Short-term vs long-term: why it matters
In the balance sheet it’s important to separate:
- short-term liabilities (repayment within 12 months after the balance sheet date),
- long-term liabilities (later than 12 months).
If a loan is formally “with no term”, it’s a red flag: banks and auditors see an unclear liability. Better options:
- set a reasonable term, or
- define repayment / on-demand rules in writing.
If there is interest: don’t forget accrual logic
For an interest-bearing loan, make sure you:
- understand whether interest accrues monthly/annually,
- record accruals in bookkeeping,
- disclose conditions in lisad.
A common mistake is stating an interest rate but showing no accrual or payment anywhere — then the report looks inconsistent.
How to “clean up” owner settlements before year-end close
Mini plan:
- compile a list of all movements between the shareholder and the company;
- separate them into “loan”, “expense reimbursement”, “payments”;
- prepare missing documents (agreement / decision / acts);
- reconcile the balance as of year-end;
- check whether it affects equity / net assets.
Mistakes that trigger EMTA and bank questions
- personal payments booked as “business expenses”;
- loans without documents and maturity;
- regular “repayments” with no clear link to the original transactions;
- large sums with no explanation of the source.
Link to net assets
When equity is weak, shareholder loans often become a key balance sheet item. Proper documents and disclosures in lisad help show that the company is financed by the owner and that the recovery plan is realistic.
Mini loan movement table (template)
Columns: date | inflow/outflow | description | balance.
If there is interest: add a separate column “accrued/paid”.
This table makes lisad and bank questions almost automatic: you can immediately explain what happened and when.
See also on blog.accres.eu
Practical tip: don’t postpone clean-up until June. In April–May it takes hours; in late June it takes days (and lots of stress).
How we typically review such cases (so it’s clear what we do)
- reconcile bank movements with bookkeeping;
- separate loans from reimbursements and payments;
- check maturity and short/long-term classification;
- write clear notes with terms and balances;
- assess the impact on equity and profit decisions.
That turns a “grey zone” into a transparent financial story.
If you have many small card payments by the owner, this is exactly the case where professional classification pays off instantly.
FAQ
Can a shareholder loan be interest-free?
Yes. But the terms must be clearly documented (agreement or written terms) and disclosed in the notes (lisad).
Do we need to attach the loan agreement to the register filing?
Usually no: the register receives the annual report, while the agreement is kept by the company. But the terms must be disclosed in lisad, and the agreement should be ready if questions arise.
Do we need a reconciliation statement with the shareholder?
It is usually not mandatory, but very useful: it confirms the balance as of year-end and reduces disputes about settlements.
What if the loan is old and there are no documents?
Restore the terms in writing and clean up bookkeeping before filing, rather than leaving an “eternal line” with no explanation. See also: negative equity Estonia.