Osaühing OÜEstonia

Applies to a Osaühing (OÜ) in Estonia, with one shareholder who is also the sole director. Other forms have their own requirements. Read 31 Oct 2026 · reviewed 31 Oct 2026 · how we check

The director can do

16 of the 17 below

personally, through the authorities’ own services.

A professional the law requires

• A licensed auditor — if At least two of Statutory audit of the annual accounts

Not required here

Annual return or confirmation statement · Separate identity verification of directors with the registry · Annual general meeting of the shareholders · General business or trade licence renewed periodically · Advance or instalment payments of corporate income tax · Insurance an employer must hold by law · Registration or fee with the data protection authority

Set by each state

Municipal local taxes on business

● a professional the law requires.

Unless an item says otherwise, the director can do it personally through the authority’s own service. Most services need a one-off registration first.

Every year 3

1. File the annual report with the commercial register
   6 months after the end of the accounting period · from the registry
   How, cost and sources

   Where

   e-Business Register portal (annual reporting environment)

   Steps

   1. Prepare the annual accounts and the management report for the financial year
   2. Enter the report in the e-Business Register portal or upload an XBRL file
   3. Complete the profit distribution proposal and the loss cover decision
   4. Sign the report digitally with an ID card, Smart-ID or Mobile-ID
   5. Submit the report to the registration department of Tartu County Court
   6. Keep the confirmation letter sent to the company's e-mail address

   Done when

   The report shows as submitted in the e-Business Register and a confirmation letter reaches the company's e-mail address.

   If missed

   The registrar may fine the company and every person obliged to submit the report, without warning, under Commercial Code s.71 (no less than EUR 200); six months after the deadline a supervisory procedure under s.60(1) follows and may end in deletion from the register or compulsory dissolution.

   Who

   A member of the management board may prepare, sign and submit the report, and may give an accountant the right to submit it. Signing uses an Estonian ID card, Smart-ID or Mobile-ID.

   Official rik.ee read 31 Oct 2026

   Quote (3)

   The annual report and the documents and data submitted with it must be submitted to the registration department of the county court within six (6) months of the end of the financial year.

   Access to the electronic submission of the annual report and notes is granted to: a member of the management board, a general partner, a limited partner with the right of representation, a branch manager, a liquidator, or a trustee in bankruptcy.

   Once the report has been sent to the register, a confirmation letter will be sent to the company’s email address.

2. Report and confirm the company's beneficial owners
   How, cost and sources

   Where

   e-Business Register portal - beneficial owners

   Steps

   1. Open the legal person's data in the e-Business Register portal
   2. Add or amend each beneficial owner's name, identification code and manner of control
   3. Submit the change, which needs no signature and no state fee
   4. Confirm the unchanged data when the annual report is submitted

   Done when

   The beneficial owner data is visible on the legal person's public registry data.

   Cost

   No fee · No state fee for the change application.

   Who

   The management board submits the data itself in the e-Business Register portal; the change application needs no signature and no state fee.

   Official abiinfo.rik.ee read 31 Oct 2026

   Quote (3)

   If the details of the beneficial owners have not changed, this will be confirmed annually during the submission of the annual report.

   If the data has changed, the updated information must be submitted immediately on the e-business register portal.

   The application for change of beneficial owners will not require signing or a state fee.

3. Statutory audit of the annual accountsNeeds a licensed auditor

   Only if: At least two of: sales revenue or income over EUR 5,000,000; total assets over EUR 2,500,000; average employees over 50. Compulsory on any one of them over EUR 15,000,000, EUR 7,500,000 or 180 employees. Also compulsory where the articles of association require it (Commercial Code s.190(1)).

   How, cost and sources

   Where

   Sworn auditor appointed by the shareholders

   Steps

   1. Appoint a sworn auditor by resolution of the shareholders
   2. Have the auditor audit the annual accounts
   3. Attach the signed sworn auditor's report to the annual report
   4. Submit the audited annual report to the commercial register

   Done when

   The sworn auditor's report is signed and attached to the annual report.

   Who

   Only a sworn auditor (vandeaudiitor) may carry out the audit and sign the sworn auditor's report.

   Official rik.ee read 31 Oct 2026

   Quote

   At the stage of the statutory audit of the annual accounts, the sworn auditor appointed by the member of the management board can prepare and sign the sworn auditor’s report in the e-reporting environment and digitally sign it.

   Official riigiteataja.ee read 31 Oct 2026

   Quote (2)

   (1) Kui seaduses ei ole sätestatud teisiti, on raamatupidamise aastaaruande audit kohustuslik raamatupidamise seaduse tähenduses raamatupidamiskohustuslasele, kelle raamatupidamise aastaaruandes toodud aruandeaasta näitajatest vähemalt kaks ületavad alljärgnevaid tingimusi: 1) müügitulu või tulu 5 000 000 eurot; [RT I, 07.01.2025, 1 - jõust. 17.01.2025] 2) varad bilansipäeva seisuga kokku 2 500 000 eurot; [RT I, 07.01.2025, 1 - jõust. 17.01.2025] 3) keskmine töötajate arv 50 inimest.

   (2) Raamatupidamise aastaaruande audit on kohustuslik raamatupidamise seaduse tähenduses raamatupidamiskohustuslasele, kelle raamatupidamise aastaaruandes toodud aruandeaasta näitajatest vähemalt üks ületab alljärgnevaid tingimusi: 1) müügitulu või tulu 15 000 000 eurot; [RT I, 07.01.2025, 1 - jõust. 17.01.2025] 2) varad bilansipäeva seisuga kokku 7 500 000 eurot; [RT I, 07.01.2025, 1 - jõust. 17.01.2025] 3) keskmine töötajate arv 180 inimest.

Each quarter or month 7

1. Declare corporate income tax on distributed profit
   Day 10 of the following month · from the tax calendar

   Only if: Only when profit is distributed as dividends or other profit distributions; retained profit is not taxed.

   How, cost and sources

   Where

   e-MTA - form TSD with Annex 7 and form INF 1

   Steps

   1. Calculate income tax at 22/78 of the net amount distributed
   2. Complete form TSD Annex 7 and form INF 1 with the recipients
   3. Submit the declaration in e-MTA by the 10th day of the following month
   4. Pay the income tax shown in the declaration

   Done when

   The declaration status is 'Submitted' in e-MTA and the tax is shown as received.

   Who

   The company files form TSD itself in the e-MTA environment.

   Official emta.ee read 31 Oct 2026

   Quote (2)

   A resident company, including a general and limited partnership, pays income tax on profit distributed as dividends or other profit distributions upon payment thereof in monetary or non-monetary form.

   The company is required to declare and pay income tax on the basis of form TSD Annex 7 and INF 1 by the 10th day of the calendar month following the month in which the dividend was paid.

2. Pay corporate income tax on the distribution
   Day 10 of the following month · from the tax calendar

   Only if: Payable when profit is distributed; the tax is 22/78 of the net distribution.

   How, cost and sources

   Where

   Bank payment to the Tax and Customs Board account

   Steps

   1. Open the tax account balance in e-MTA
   2. Transfer the income tax to the Tax and Customs Board account with the reference number
   3. Check that the payment is matched to the TSD declaration

   Done when

   The payment is shown as received against the declaration in e-MTA.

   Who

   The company pays from its own bank account using the reference shown in e-MTA.

   Official emta.ee read 31 Oct 2026

   Quote

   The company is required to declare and pay income tax on the basis of form TSD Annex 7 and INF 1 by the 10th day of the calendar month following the month in which the dividend was paid.

3. File the monthly VAT return
   Day 20 of the following month · from the tax calendar

   Only if: Once registered as a person liable to VAT, or where an invoice showing VAT has been issued.

   How, cost and sources

   Where

   e-MTA - forms KMD and KMD INF

   Steps

   1. Log in to e-MTA and open Value added tax - Submit and view KMD
   2. Add a new tax return and enter the data or upload an XML or CSV file
   3. Complete the KMD INF annex for invoices of EUR 1,000 or more per partner
   4. Submit the return and check that its status is 'Submitted'

   Done when

   The return status is 'Submitted' in the list of tax returns.

   Who

   The company files forms KMD and KMD INF itself in e-MTA; data may be entered manually or uploaded.

   Official emta.ee read 31 Oct 2026

   Quote (2)

   The taxable period is one calendar month. The deadline for submitting both a VAT return and a report on intra-Community supply is the 20th day of the month following the taxable period.

   Your VAT return has been successfully submitted, if its status is "Submitted".

4. Declare VAT on goods sold to consumers in other EU states (OSS)
   1 month after the end of the quarter

   Only if: Intra-Community distance sales of goods, and telecommunications, broadcasting and electronic services, to consumers in other Member States above EUR 10,000 in total per calendar year: the all-in threshold, which an EU-established seller may not use if it also has a seat or place of business in another Member State. Below it the seller may charge Estonian VAT.

   How, cost and sources

   Where

   e-MTA - OSS special scheme

   Steps

   1. Apply in e-MTA under Registers and inquiries - Registration - OSS/IOSS
   2. Declare each Member State's sales and the VAT rate of the consumer's state
   3. Submit the OSS return by the last day of the month following the quarter
   4. Pay the VAT to the Tax and Customs Board

   Done when

   The OSS return is accepted in e-MTA and the VAT is paid.

   Who

   The company applies for the OSS scheme itself in e-MTA and files the return there.

   Official emta.ee read 31 Oct 2026

   Quote (3)

   The all-in threshold 10 000 euros is introduced for gross supply of intra-Community distance selling of goods (to all Member States together) and digital services provided to the end users of other Member States.

   The taxable period of the OSS special scheme is a quarter and the taxable period of the IOSS special scheme is a calendar month.

   The tax period of the OSS special scheme is quarterly and the OSS VAT return is submitted by the last day of the month following the quarter.

5. Charge VAT on digital services sold to consumers abroad
   1 month after the end of the quarter

   Only if: For an Estonian, EU-established seller: digital services to consumers in other Member States above the all-in threshold of EUR 10,000 a year, counted together with intra-Community distance sales of goods. A seller established outside the EU has no threshold at all: the consumer's Member State VAT is due from the first sale.

   How, cost and sources

   Where

   e-MTA - Union and non-Union OSS schemes

   Steps

   1. Decide whether the Union or the non-Union scheme applies to the seller
   2. Apply in e-MTA under Registers and inquiries - Registration - OSS/IOSS
   3. Charge the VAT rate of each consumer's Member State
   4. File the quarterly OSS return and pay the VAT to the Tax and Customs Board

   Done when

   The OSS return is accepted in e-MTA and the VAT is paid.

   Who

   The seller applies for the Union or non-Union scheme itself in e-MTA; the application is signed by the person with the right to represent the company.

   Official emta.ee read 31 Oct 2026

   Quote (3)

   The all-in threshold 10 000 euros is introduced for gross supply of intra-Community distance selling of goods (to all Member States together) and digital services provided to the end users of other Member States.

   In order to submit an application, the person with the right to represent a legal person must grant the representative the necessary access permissions.

   The taxpayer shall submit the return concerning special scheme and shall pay VAT according to the return by the end of the calendar month directly following the declared taxable period.

6. Declare and pay payroll taxes and contributions monthly
   Day 10 of the following month · from the tax calendar

   Only if: Monthly, for every payment of wages or remuneration subject to social tax.

   How, cost and sources

   Where

   e-MTA - form TSD

   Steps

   1. Calculate income tax, social tax, unemployment insurance and funded pension for the month
   2. Complete form TSD and its annexes in e-MTA or upload an XML file
   3. Submit the declaration by the 10th day of the following month
   4. Pay the amounts declared to the Tax and Customs Board

   Done when

   The declaration status is 'Submitted' in e-MTA and the amounts are shown as received.

   Who

   The employer files form TSD itself in e-MTA; paper filing is allowed only for five or fewer recipients.

   Official emta.ee read 31 Oct 2026

   Quote

   Declaration of income and social tax, unemployment insurance premiums and contributions to mandatory funded pension (form TSD) is submitted by the 10th day of the month following the month the payment was made.

   Official emta.ee read 31 Oct 2026

   Quote

   Social tax is levied on income from employment and business in order to finance pension insurance and state health insurance. The social tax rate is 33% (13% in some cases) on the taxable amount.

   Official emta.ee read 31 Oct 2026

   Quote

   From 1 January 2025 until the end of 2028, the employee's contribution rate is 1.6% and the employer's contribution rate is 0.8%.

7. Withhold and pay the mandatory funded pension contribution
   Day 10 of the following month · from the tax calendar

   Only if: For employees who are obligated persons of the second pillar (Estonian residents); the rate is 2%, 4% or 6% of the employee's remuneration.

   How, cost and sources

   Where

   e-MTA - funded pension contribution in form TSD

   Steps

   1. Check each employee's second-pillar obligation in December, April and August
   2. Withhold 2%, 4% or 6% from the employee's remuneration
   3. Declare the contribution in form TSD
   4. Pay the withheld amount to the Tax and Customs Board by the 10th day of the following month

   Done when

   The contribution is shown as received by the Tax and Customs Board and forwarded to the pension registrar.

   Who

   The employer withholds the contribution and declares it in form TSD; no professional is required by law.

   Official emta.ee read 31 Oct 2026

   Quote (2)

   The funded pension contribution rate is 2%,4% or 6%. The withheld payments shall be transferred to the bank account of the Estonian Tax and Customs Board by the 10th day of the month following the month of payment

   In this regard, the employer is obliged to check the starting or ending dates of the payee's payment obligation in December, April and August.

Thresholds to watch 1

1. Watch the turnover that makes VAT registration compulsory
   How, cost and sources

   Where

   e-MTA - registration as a person liable to VAT

   Steps

   1. Monitor taxable turnover from 1 January against EUR 40,000
   2. Apply for registration in e-MTA once the threshold is crossed
   3. Await the decision of the Tax and Customs Board

   Done when

   The VAT identification number is issued and the person appears in the register of taxable persons.

   Who

   The company applies for registration itself in the e-MTA environment.

   Official emta.ee read 31 Oct 2026

   Quote

   The obligation to register as a person liable to VAT arises if the supply of the transactions specified in subsection 3 of § 19¹ of the Value Added Tax Act, the place of supply of which is Estonia, exceeds 40,000 euros from the beginning of the year.

When something changes 1

1. Notify the commercial register of changes
   At the time of change in the data entered in the commercial register
   How, cost and sources

   Where

   e-Business Register portal - petition for amendment of registry information

   Steps

   1. Open the legal person's data in the e-Business Register portal
   2. Prepare the petition for the change and attach the shareholders' resolution
   3. Sign the petition digitally with an ID card, Smart-ID or Mobile-ID
   4. Submit the petition and pay the state fee for the entry

   Done when

   The amendment appears on the registry card.

   Cost

   EUR 25 · State fee for entering an amendment concerning a private limited company; an entry made on a fixed date costs double. A change of beneficial owners alone needs no fee.

   If missed

   The registrar may impose a fine, without prior warning, on the company and on any person required to submit the information, of no less than EUR 200 (Commercial Code s.71(1), (2), (2¹)).

   Who

   The management board files the petition itself in the e-Business Register portal.

   Official riigiteataja.ee read 31 Oct 2026

   Quote (2)

   A petition for amendment of registry information shall be immediately submitted to the commercial register if the data entered in the commercial register change, including in the case of appointment, removal or change of the right of representation of a member of the management board of a company or a liquidator, or dissolution of a company.

   The management board shall immediately inform the commercial register about any changes in the information on the shareholders

   Official riigiteataja.ee read 31 Oct 2026

   Quote

   Osaühingu, aktsiaseltsi, tulundusühistu või välismaa äriühingu filiaali kohta äriregistrisse muudatuse kandmise eest tasutakse riigilõivu 25 eurot.

At all times 3

1. Keep the list of shareholders and the minutes
   How, cost and sources

   Where

   The company's own records

   Steps

   1. Record each shareholder's name, address, identification code and nominal share value
   2. Update the list as soon as a shareholder reports a change
   3. Keep the minutes of shareholder meetings and the list of participants
   4. Submit a new list of shareholders with the annual report when it has changed

   Done when

   The list matches the register and the minutes are signed.

   Who

   The management board keeps the list itself; the shareholders may resolve to transfer it to the registrar of the Estonian register of securities.

   Official riigiteataja.ee read 31 Oct 2026

   Quote (3)

   The management board shall keep a list of shareholders which shall set out the names, addresses, personal identification codes or registry codes and the nominal value of their shares.

   A shareholder shall immediately inform the management board about any changes in the information on the shareholders.

   Minutes shall be taken of the meetings of shareholders.

2. Maintain a registered office and current contact details
   How, cost and sources

   Where

   e-Business Register portal

   Steps

   1. Keep the registered office in a local government in Estonia entered on the registry card
   2. Keep the e-mail address and telephone number in the register current
   3. Notify the registrar of any change of address or contact details
   4. Show the registered office and registry code on the website and commercial documents

   Done when

   The registry card shows the current registered office, address and e-mail address.

   Who

   The management board files the address and contact details itself. Where the management board sits outside Estonia, the law permits only the professionals named in s.631(2) to be the contact person; that person's consent may be given by digital signature.

   Official riigiteataja.ee read 31 Oct 2026

   Quote (3)

   The name of the local government in which the registered office of a legal person is located shall be submitted to a registrar and entered in the register as the registered office of the legal person.

   An undertaking, branch of a foreign company and contact person specified in § 631 of this Code shall submit their e-mail address and other telecommunications data (telephone number and fax number, etc.) to the registrar and may submit the address of their website.

   If the management board of a company or a body substituting therefor is located in a foreign state, the company must designate a contact person specified in subsection 1 of this section. In such case, only a notary, advocate, law office, sworn auditor, audit firm, tax representative of a non-resident for the purposes of the Taxation Act or a provider of trust and company services specified in § 8 of the Money Laundering and Terrorist Financing Prevention Act may be designated a contact person.

3. Keep accounting records for seven years
   Keep for 7 years
   How, cost and sources

   Where

   The company's own accounting records

   Steps

   1. Keep each source document for seven years from the end of the financial year
   2. Keep ledgers, contracts, reports and other business documents for seven years
   3. Keep records machine-processable and legible throughout the period

   Done when

   Every record can be produced and read for the whole seven-year period.

   Who

   The management board organises the accounting and the retention; no professional is required by law.

   Official riigiteataja.ee read 31 Oct 2026

   Quote (3)

   Raamatupidamise algdokumente peab raamatupidamiskohustuslane säilitama seitse aastat alates selle majandusaasta lõpust, kui majandustehing algdokumendi alusel raamatupidamisregistris kirjendati.

   Raamatupidamisregistreid, lepinguid, raamatupidamise aruandeid ja muid äridokumente, mis on vajalikud majandustehingute arusaadavaks kirjeldamiseks revideerimise käigus, peab raamatupidamiskohustuslane säilitama seitse aastat, alates vastava majandusaasta lõpust.

   Pikaajaliste kohustiste või õigustega seotud äridokumente tuleb säilitada seitse aastat pärast kehtimistähtaja möödumist.

Once, at the start 2

1. Register employment before the employee starts work

   Only if: Before the first employee starts work; a child aged 7 to 12 must be registered ten working days in advance.

   How, cost and sources

   Where

   e-MTA - employment register (tootamise register)

   Steps

   1. Open the employment register in e-MTA
   2. Enter the employee's identification code, start date, employment type and job title
   3. Enter the rate of working time and the workplace address where the type requires them
   4. Submit the entry no later than the moment the employee starts work

   Done when

   The employee appears in the employment register with the correct start date.

   Who

   The employer enters the employment data itself in the employment register in e-MTA.

   Official emta.ee read 31 Oct 2026

   Quote

   Commencement of the employment must be recorded latest by the moment when the employee starts the work. As an exception, the employment of a child aged between 7 and 12 must be registered ten working days before the child begins work.

2. First financial year: up to 18 months, and the filing it moves
   How, cost and sources

   Where

   The company's own accounting period, recorded in the commercial register

   Steps

   1. Fix the beginning and end of the financial year when the company is entered in the register
   2. Keep the first period to 12 months where the business allows it, and never beyond 18 months
   3. Prepare the first annual report for that period and have the shareholders approve it
   4. Submit it to the commercial register within six months of the end of the first financial year

   Done when

   The first annual report covers a period of no more than 18 months and reaches the register within six months of that period's end.

   Who

   The management board fixes the financial year and prepares the first annual report; no professional is required by law.

   Official riigiteataja.ee read 31 Oct 2026

   Quote

   Raamatupidamiskohustuslase asutamisel, lõpetamisel, majandusaasta muutmisel või muul seadusega ettenähtud juhul võib majandusaasta olla lühem või pikem kui 12 kuud, kuid ei tohi ületada 18 kuud.

   Official riigiteataja.ee read 31 Oct 2026

   Quote

   The management board shall submit the approved annual report together with the proposal for the distribution of profit or the covering of loss, the division of the sales revenue and the sworn auditor's report, if auditing is compulsory, to the commercial register within six months after the end of the financial year.

General information, not advice: what the law and the authorities state, for the default case.

Standard rate

24%

Official European Commission, Taxes in Europe Database situation on 2026-07-01

Other rates

• 13% Accommodation or accommodation with breakfast, excluding accompanying goods or services other than breakfast
• 9% Books and educational literature, on a physical medium and electronically
• 9% Medicinal products, contraceptive preparations, sanitary and toiletry products and medical devices for the personal use of disabled persons
• 9% Press publications, on a physical medium and electronically

Official emta.ee read 22 Oct 2026

Quote

As of 1 January 2025, accommodation or accommodation with breakfast is subject to 13% VAT rate instead of the previous 9%, except for goods or service accompanying this service.

Registration threshold

EUR 40,000

taxable supply under subsection 3 of § 19¹ of the VAT Act with place of supply in Estonia; calendar year, from the beginning of the year

Official emta.ee read 22 Oct 2026

Quote

If a person's supply for a calendar year provided for in subsection 3 of § 19 1 of the VAT Act, the place of creation of which is Estonia, exceeds 40,000 euros as of the beginning of the calendar year, the person is required to register as a person liable to VAT.

Voluntary registration

Yes

A person may register voluntarily even if taxable supply does not exceed €40,000 or has not yet begun, on proof that business in Estonia has started or is about to start.

Official emta.ee read 22 Oct 2026

Quote

a person has the option to voluntarily register as a taxable person even if his taxable supply does not exceed the threshold of 40,000 euros

A foreign company

Registers from its first taxable supply; no local representative required

A foreign business with no permanent establishment in Estonia that creates taxable supply there must register from the date the supply is created; the 40,000 euro calendar-year threshold does not apply to it. No tax representative need be appointed by a non-Community operator from a country with an EU mutual assistance agreement.

Official emta.ee read 22 Oct 2026

Quote

the registration obligation will arise for the person as of the date on which the taxable supply is created

Returns filed

Monthly

Official emta.ee read 22 Oct 2026

Quote

The taxable period is one calendar month.

Tax authority

Estonian Tax and Customs Board (Maksu- ja Tolliamet)

Registration page read 2026-10-22

• Tax authorityMaksu- ja Tolliamet (Estonian Tax and Customs Board)
• Tax treatiesMinistry of Finance of Estonia — Tax treaties

5 services name Estonia on their own list: Paysera, Airwallex, Stripe, Revolut, N26. Each provider, and what a listing means.

Kind

Private limited company

Derived our grouping, the same words in every country

Name in law

Osaühing (OÜ)

ISO 20275 code

JC0Y

Secondary GLEIF, Entity Legal Forms code list