ANNUAL REPORT

• The amount of information required to be disclosed in the annual report depends on the size of the company. The larger the company, the more detailed the information should be disclosed in the report to the register. The standards divide companies into four (4) categories: micro enterprises, small enterprises, medium-sized enterprises, and large enterprises.
  When attaching a report, companies should select the category of company based on the company’s characteristics and the level of detail they want to report. The criteria for each category are set out in the Accounting Act. The company may also opt for a higher category.
  Micro and small enterprises can prepare abridged annual accounts consisting of at least two (2) main statements (balance sheet and income statement) and notes. From now on, micro enterprises will no longer be obliged to submit a management report to the register. The reporting forms for medium-sized and large enterprises correspond to a large extent to the reporting forms in force until the end of 2016.
• If the company wants to prepare an informative report in English, the corresponding option should be selected in the general information of the report. It is then possible to fill in both Estonian and English forms in parallel and generate an informative English report. Only the Estonian version of the report is signed in the system and submitted to the register.
• The auditing thresholds set out in the Auditors Activities Act have changed.
• When compiling the report, it can be indicated whether the report is submitted with the aim of updating the data of the legal entity’s current means of communication in the commercial register or not.
  The email address submitted to the commercial register must be confirmed in advance (a corresponding letter will be sent to the email address, where the correctness of the email must be confirmed).
• At the stage of signing the report, the date of completion of the report must be indicated. The date of completion of the annual report shall be deemed to be the date on which the annual report was approved by the executive management.
• Before submitting the report, it is possible to choose whether the report will be submitted to the register immediately or later. In the system, it is optional to select the date when the report is automatically submitted to the register and becomes publicly available in the register.
• In case of non-differentiated associations (business associations, NGOs and foundations), the report must be signed by at least one (1) member of the management board.
• In accordance with subsection 30 (6) of the General Part of the Economic Activities Code Act, the association must submit a confirmation of the correctness of the existing activity licences and notices of economic activities together with the annual report.
• If the signatory of the report does not have the possibility to sign the report digitally, the approval of the report should be selected at the signing stage and the report signed, scanned or signed by the signatories on paper should be uploaded to the system in PDF format.
• Non-profit organisations are able to submit a zero report (provided that all indicators must be zero in the reporting and reference period).
• The report must be drawn up by those submitting a liquidation report and by public accountants submitting balance statements to the Ministry of Finance by filling in the mandatory forms in the e-reporting environment. With regard to the latter, it is possible to transfer the data entered in the balance database to the e-reporting environment.
• An optional way to fill in the forms is available to those submitting consolidated accounts; undertakings preparing their annual financial statements in accordance with International Financial Reporting Standards and undertakings the principal and permanent activity of which is the provision of financial services within the meaning of the Credit Institutions Act. In case of unsuitability of the forms, these companies may submit a pre-compiled report in pdf-format in the e-reporting environment.

• 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.
• At the same time, a person with the right of representation may give the right to enter and submit the report, for example, to the accountant(s). The accountant can enter the data, keep an eye on the signing of the report, as well as track when the auditor signs the opinion. After all the necessary actions have been performed, the accountant, who has also been granted the right to submit, can submit the report to the register.
• A member of the management board has the opportunity to add a sworn auditor before preparing the report so that they can monitor the entry of data, during preparation or only after all persons with the right of representation have signed the report.

• The first stage, i.e. the report preparation stage, allows you to set the reporting period, select and fill in the main reports and notes, or transfer the data to the environment by uploading an XBRL file.
• During the upgrade phase, you can change or supplement the pre-filled title page, enter the activity report data, and create a report file that is to be signed.
• There are two (2) ways to sign a report in the e-reporting environment – you can choose between digitally signing or signing on paper and uploading a scanned file.
• 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.
• In case of companies, the submission of the report to the register is preceded by the completion of the profit distribution / loss cover proposal and decision forms, and the sending of existing authorisations and confirmations of economic activities notifications to the register of activities with specific requirements. Once the report has been sent to the register, a confirmation letter will be sent to the company’s email address.

Throughout the preparation of the report, the e-reporting environment checks whether the mandatory forms and fields can be filled in, as well as between the main reports and the annexes. In addition to the checks in the environment, the submitted reports are also reviewed by the Registration Department of Tartu County Court, which is the registrar.

If the registry department finds that the report needs to be completed or if the submitter wishes to correct it after it has been sent to the register, a repeat report can be submitted in the e-reporting environment. When submitting a repeat report, the portal pre-fills all the data that the user has entered in the previous preparation of the report and allows them to be supplemented/changed.

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.
A branch of a foreign company shall submit the annual report of a foreign company to the registration department of the county court within one (1) month of the approval of the company’s annual report or within seven (7) months of the end of the financial year.

The legal basis for submitting the report must be for general partnerships, limited partnerships, private limited companies, public limited companies, and branches of foreign companies from subsection 179 (1), subsection 179 (4), subsection 334 (2), and subsection 388 (2) of the Commercial Code, for non-profit associations, political parties, trade unions, apartment associations, and religious associations from subsection 36 (5) of the Non-profit Associations Act, for foundations from subsection 34 (4) of the Foundations Act, and for commercial and building associations from subsection 72 (3) of the Commercial Associations Act.

The annual report must be submitted even if there was no economic activity during the reporting period.

The annual report and the documents and data submitted with it are submitted electronically in accordance with subsection 32 (3) of the Commercial Code, subsection 78 (3) of the Non-profit Associations Act, and subsection 14 (5) of the Foundations Act. The report can be submitted via the e-reporting environment of the Company Registration Portal or through a notary. The electronic submission of the report is regulated in more detail by §§s 12–125 of Regulation No. 59 of the Minister of Justice of 28 December 2005 ‘Procedure for submitting documents to the court’.

If the annual report is not submitted on time or if it is not submitted, the registrar has the right, without warning, to fine both the legal person and all persons obliged to submit the report on the basis of § 71 of the Commercial Code. If the annual report is not submitted six (6) months after the expiry of the deadline for submitting the report provided for by law, the registrar initiates a supervisory procedure against the legal person on the basis of § 60 of the Commercial Code, § 361 of the Non-profit Associations Act, or § 341 of the Foundations Act, which may end with the deletion of the legal person from the register or compulsory dissolution.