What is a Dormant Company?

A dormant company is a registered company that has had no significant accounting transactions during a financial year. This means the company has not traded, received income, or incurred any liabilities, except for certain permissible transactions like:

• Payment of Companies House filing fees
• Penalties for late filings
• Money paid for shares when the company was incorporated

Dormant companies are often kept for future business plans, to protect a company name, or during restructuring.

Legal Obligations for Dormant Companies

Even if a company is dormant, it still needs to comply with statutory filing obligations. This includes:

• Filing annual dormant accounts with Companies House
• Filing a confirmation statement (previously annual return)
• Notifying HMRC that the company is dormant (if applicable)

When Should Dormant Company Accounts Be Filed?

The deadline to file your dormant company accounts depends on when the company was incorporated:

• For newly formed companies: You must file the first accounts within 21 months of incorporation.
• For established companies, the accounts must be filed 9 months after the end of the accounting reference date.

Missing the deadline will result in late filing penalties, which start at £150 and can go up to £1,500 depending on how late the filing is.

How to File Dormant Company Accounts Online

You can file your dormant accounts through the Companies House WebFiling service. Here’s a step-by-step guide:

Step 1: Sign in to WebFiling

• Visit Companies House WebFiling
• Log in or create an account

Step 2: Select “Dormant Company Accounts”

• Choose the correct company from your list
• Select Form AA02 (Dormant company accounts for small companies)

Step 3: Review Pre-Filled Information

Companies House will pre-fill much of the data. Confirm that:

• The company has not traded
• Only allowed transactions are present

Step 4: Submit the Filing

• Confirm your details
• Submit the accounts online
• Receive confirmation from Companies House

💡 Note: Filing is free for dormant companies online.

Read to know how to File Accounts with Companies House

Filing Confirmation Statement Separately

Even though your company is dormant, you must still file a confirmation statement (form CS01) every 12 months to keep your company records up to date. This includes:

• Registered office address
• Shareholder details
• SIC code (Standard Industrial Classification)

The fee for confirmation statements is currently:

• £13 (online)
• £40 (paper)

Telling HMRC Your Company is Dormant

If your company is registered for Corporation Tax, you must notify HMRC that it’s dormant so you’re not required to file a Company Tax Return. You can:

• Do it online via your HMRC business tax account
• Or call the HMRC helpline

💬 If your company has never traded, HMRC may consider it dormant automatically—unless you register for tax.

What Happens If You Fail to File Dormant Accounts?

Failing to file dormant accounts can result in:

• Financial penalties
• Prosecution of company directors
• Striking the company from the register

So, even though the company is inactive, maintaining filings is essential to avoid legal issues.

Can a Dormant Company Become Active Again?

Yes! A dormant company can become active at any time. You must:

1. Inform HMRC within 3 months of starting trading
2. Update your accounting and tax status
3. Begin preparing full trading accounts for the next financial year

Why Keep a Company Dormant?

Some common reasons include:

• Reserving a company name
• Setting up a future venture
• Holding intellectual property (IP) or assets
• Business restructuring or pause in trading

Conclusion

Filing dormant company accounts in the UK is relatively simple, but compliance is still mandatory. Whether you’re a business owner preserving your brand or planning a future project, keeping up with your legal obligations will ensure your company remains in good standing.

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✅ Need help filing dormant accounts? Get in touch with Mohi & Co, your trusted UK accountants, for expert guidance and peace of mind.

Frequently Asked Questions (FAQs)

❓ What’s the difference between a dormant and a non-trading company?

A dormant company has no significant transactions at all. A non-trading company might still have limited activity but is not actively doing business.

❓ Do I need an accountant for filing dormant accounts?

Not necessarily. Many small business owners file online themselves. However, working with an accountant ensures full compliance and avoids mistakes.

❓ Can I file dormant accounts if I’ve made a bank transaction?

Probably not. A bank transaction (like interest) could count as a significant accounting transaction, which would disqualify the company from being dormant.

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Need Professional Help?

Let Mohi & Co handle your dormant company filings so you can focus on your future business goals. Contact us today for a free consultation.