Zero Activity OÜ Annual Report: Filing Without Turnover

Zero turnover doesn’t remove the annual report obligation. In Estonia, you file an annual report even when the company had no activity, issued no invoices, and “nothing happened”. In practice, zero reports are often late simply because owners think they are optional.

Let’s cover how to prepare a zero annual report quickly and correctly: what still ends up in the numbers, how to collect the data, and what to check before filing.

This guide explains Zero Activity OÜ Annual Report step by step and highlights the practical decisions that reduce risk in 2026.

What is a “zero” annual report

A “zero report” is still a normal annual report with no revenue and minimal operations. It still includes financial statements and (if required) other sections. The mistake is thinking “zero” means “empty”.

What almost always exists even without activity

  • Share capital and/or owner contributions.
  • Year‑end bank balance (even €1–2).
  • Bank fees and small expenses (domain, hosting, subscriptions).
  • Owner reimbursements if the owner paid company expenses.

I always start with the bank statement. If there’s even one fee, it is already an expense that must be included. A full “zero” is rare.

Step‑by‑step: how to prepare a zero report

  • Download bank statements for the year and mark all movements.
  • Collect primary documents for expenses (even small ones).
  • Check owner payments: if the owner paid with a personal card, decide how to reflect it (loan/settlements).
  • Reconcile year‑end balances: cash, debts, loans, equity.
  • Fill in the statements: balance sheet, P&L, notes.
  • Resolve signatures in advance (especially if the director has no e‑signature).

EMTAK and activity profile

Even with zero revenue, it matters that the main activity code (EMTAK) is realistic. It is public information. The turnover breakdown will be zero, but the company “profile” should still be accurate.

If the company has been dormant for years

If the OÜ has no activity for a second or third year in a row, it’s worth making a decision: either you plan a real launch and are ready to file annually, or you consider closing the company to avoid accumulating obligations and risk.

Official sources

FAQ: zero annual report

Do I need to file an annual report if revenue is zero?

Yes. The obligation to file an annual report does not depend on revenue — even a zero report must be filed on time.

What is usually included in a “zero” report?

Often there is share capital, a small bank balance, bank fees, and settlements with the owner.

Do I need to fill EMTAK if there is no turnover?

Yes. The main activity code should still be accurate even when turnover is zero.

Can I file a zero report myself?

Sometimes yes if the structure is simple, but you must show balances, expenses, and notes correctly to avoid corrections.

Quick checklist (January 2026)

If you’re implementing this guide around zero annual report OÜ, 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 zero annual report OÜ, 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:

  • 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.

  • 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: Late Annual Report: Penalties, Risks, Action Plan · Annual Report for OÜ in Estonia: Deadlines and Filing.

Conclusion

A zero report is not an “empty form” but a careful record of what the company had during the year and what remained at year‑end. Do it right once, and the “zero year” stops being a risk.

Want us to prepare and file your zero‑activity OÜ annual report? Contact us — we’ll handle the preparation and filing.