Dormant Company in Estonia: Full 2026 Guide for e-Residents
As an e-Resident, you may reach a point where your Estonian OÜ becomes inactive. While there is no official "dormant company" status in the Estonian Commercial Code, this guide explains how to maintain a "zero activity" entity legally. Crucially, Zero Activity ≠ Zero Reporting. You still have strict compliance obligations to avoid fines. This guide covers the accounting rules, e-Residency marketplace standards, and mandatory filings.1. What is a "Dormant Company in Estonia"?
In many jurisdictions (like the UK), "Dormant" is a formal legal status you register for. In Estonia, this legal status does not exist. Instead, terms like "dormant" or "shelf company" are used by accountants to describe an OÜ that is fully registered but has had no business activity during the financial year.
2. Checklist: When is an Estonian Company Considered Dormant?
To qualify for "dormant" (simplified) accounting and reporting, your company must meet all of these criteria for the full financial year:- ✓ 0.00€ Revenue: No sales invoices, no service fees, no business income.
- ✓ No Operating Expenses: No purchasing of goods, software subscriptions, or business travel.
- ✓ No Employees: No board member salaries, no payroll, no TSD declarations.
- ✓ No VAT Activity: No VAT-taxable transactions or intra-EU trade.
Important Exception: You ARE allowed to pay "compliance costs" from the company account. This includes state fees, bank maintenance fees, and Dalanta's service fees. These do not disqualify you from dormant status.
3. The Mandatory Annual Report
Common Myth: "Zero activity means I don't need to do anything." Fact: Every company must file an Annual Report. Failure to file is the #1 reason e-Residency companies get deleted.Deadlines & Risks
The report is due 6 months after the financial year ends. For most companies (FY ending 31 Dec), the deadline is 30 June. The Risk Ladder: If you miss the deadline, the Business Register follows this path: Automatic Reminder → Warning of Fines → Compulsory Deletion Warning → Deletion from Register.The Role of the Accountant
Even for a dormant report, a professional must compile the data correctly in the XBRL format required by the state. Before preparing a zero-activity report, Dalanta will check your balances to confirm no hidden activity occurred. If we find transactions, a standard annual report will be required.4. Legal Address & Contact Person
Your "activity level" does not change the law regarding your company's structure.Legal Address
Mandatory for ALL companies. You must have a location in Estonia to receive procedural documents.
Contact Person
Mandatory for companies with a non-resident management board. If you live outside Estonia, you legally need this licensed service.
5. Taxes & Banking Risks
The Good News: Estonia has 0% Corporate Income Tax on retained earnings. Since a dormant company distributes no profit, your tax liability is usually €0.⚠️ Warning: Hidden Distributions If you use the company card to pay for personal groceries or private travel, this is NOT a "business expense." It is considered a "fringe benefit" or profit distribution, which immediately triggers tax liabilities and requires monthly declarations. Do not use a dormant company card for private life.
Why Pay €600 for Zero Activity?
Many service providers charge "active company" rates even for a dormant company in Estonia. Below is a comparison of Dalanta's compliance costs versus standard market rates.
| Service Included | Dalanta | Competitor A | Competitor B |
|---|---|---|---|
| Legal Address | ✓ Included | ✓ Included | ✓ Included |
| Contact Person | ✓ Included | ✓ Included | ✓ Included |
| Annual Report (Zero Activity) | €75 | €200+ | €350+ |
| Monthly Maintenance Fees | €0 | €20/mo | €35/mo |
| TOTAL YEARLY COST | €199 +VAT | ~€440 +VAT | ~€600 +VAT |
*Market prices are estimates based on 2025 advertised rates for a dormant company in Estonia.
How to Make Your Company Dormant
- Stop Commercial Activity: Cease all invoicing.
- Notify Dalanta: Email us to confirm your status. We will check your ledgers to confirm no activity exists.
- Maintain Compliance: Renew your Legal Address & Contact Person (required by law).
- File the Annual Report: We will prepare and submit the "Zero Activity" report by June 30.
2026 Dormant Company Costs
1. Annual Compliance
Legal Address + Contact Person
- ✓ Registered Legal Address
- ✓ Licensed Contact Person
- ✓ Digital Mail Forwarding
2. Dormant Annual Report
One-time yearly filing fee
- ✓ Verification of Zero Activity
- ✓ Compilation of Report (XBRL)
- ✓ Submission to Register
Estimated Total Ownership Cost:
Approximately €199 + VAT (24%) per year (includes Address, Contact Person, and Annual Report).
Frequently Asked Questions
What happens if I miss the Annual Report deadline?
You will receive a warning, followed by a potential fine. If ignored, the court may initiate a "Compulsory Deletion" process to remove your company from the register. This leaves a permanent mark on the board member's history.
Can I reactivate my dormant company later?
Yes. There is no special process to "wake it up." You simply start doing business again. However, you must inform your accountant immediately so they can switch you to an active monthly accounting plan to handle the tax declarations.
Is it better to close the company instead?
If you have no plan to use the company in the next 2-3 years, Liquidation might be better. However, Liquidation is a 7-9 month legal process that costs significantly more upfront than maintaining a dormant company for a year.
Do I still need to file if I have 0 turnover?
Yes. Every registered company in Estonia must file an Annual Report by the deadline, even if it has zero turnover. "Zero activity" does not mean "Zero reporting."
Dalanta makes managing your dormant company in Estonia simple, compliant, and affordable.