A dormant limited company must file annual accounts with Companies House even if it has not traded or earned income. Most eligible companies can submit dormant accounts online using their company number and authentication code. A private company’s first accounts are normally due within 21 months of incorporation, while subsequent accounts are generally due nine months after its financial year ends.
Dormant company accounts are simpler than normal trading accounts, but they remain a legal responsibility. Directors must check that the company qualifies as dormant, prepare an accurate balance sheet and submit the accounts by the filing deadline.
Companies House filings are separate from the company’s obligations to HMRC. The company must usually file a confirmation statement as well, even when none of its details have changed.
What Is a Dormant Company?
Companies House normally considers a company dormant when it has had no significant accounting transactions during its financial year.
A significant transaction is one that would ordinarily need to appear in the company’s accounting records. Examples could include:
- Receiving income from customers
- Buying goods or services
- Paying wages or directors’ salaries
- Paying rent or professional fees
- Receiving bank interest
- Paying routine bank charges
- Purchasing or selling business assets
Certain transactions do not normally prevent a company from being dormant. These include:
- Money paid for shares when the company was incorporated
- Companies House filing fees
- Penalties for filing accounts late
A business that has simply stopped selling products is not automatically dormant. Its bank account, subscriptions, expenses and other financial activity must also be checked.
It is important to understand that Companies House and HMRC use dormancy for different purposes. A company might qualify as dormant for Companies House but still need to deal with HMRC because it received income or had taxable activity.
Do Dormant Companies Have to File Annual Accounts?
Yes. Almost every dormant limited company must still file annual accounts with Companies House.
Dormancy does not remove the company from the register or end the directors’ legal responsibilities. The company remains a separate legal entity until it is formally dissolved.
A dormant company will normally need to:
- File dormant accounts every year
- Submit a confirmation statement
- Maintain an appropriate registered office
- Monitor its registered email address
- Keep its statutory company information accurate
- Report changes involving directors, shareholders or people with significant control
The wider process for filing accounts with Companies House explains how the annual filing obligation applies to different types of limited companies.
What Should Be Included in Dormant Company Accounts?
Dormant accounts contain less information than the accounts of an active company. However, they must still provide an accurate picture of the company’s financial position.
The exact information depends on the company’s circumstances, but dormant accounts will normally include:
| Information | What It Shows |
| Company name and number | Identifies the legal entity |
| Balance sheet date | The final date covered by the accounts |
| Called-up share capital | The value of shares issued by the company |
| Cash or other assets | Anything the company owns |
| Creditors or liabilities | Amounts owed by the company |
| Shareholders’ funds | The company’s net financial position |
| Comparative figures | Relevant figures from the previous year |
| Statutory statements | Confirms the filing and audit exemptions used |
| Director’s approval | Confirms that a director approved the accounts |
Dormant small companies are normally exempt from having their accounts audited, provided they meet the relevant conditions and shareholders have not required an audit.
Directors should not automatically enter zero in every box. For example, a company formed with issued share capital may need to show that amount in its balance sheet. The correct treatment can depend on whether the shares were paid or remain unpaid.
What Do You Need Before Filing Dormant Accounts?
Preparing the necessary information before signing in can prevent errors and rejected submissions.
You will normally need:
- The company registration number
- The Companies House authentication code
- The accounting reference date
- The accounts filing deadline
- The value and payment status of issued shares
- Details of any company assets or liabilities
- The previous year’s accounts, where applicable
- The name of the director approving the accounts
The authentication code is normally sent to the company’s registered office. It should be protected because it can be used to make official filings for the company.
Companies that have recently completed the process of registering with Companies House should store their authentication code and incorporation documents securely.
How Do You File Accounts for a Dormant Company Online?
Online filing is usually the simplest option for an eligible company that has never traded.
1. Confirm That the Company Was Dormant
Review the entire financial year covered by the accounts. Check the company’s bank statements, invoices, subscriptions, expenses and other records.
If the company had a significant transaction at any point during that period, standard accounts may be required instead of dormant accounts.
2. Check the Accounting Period and Deadline
Confirm the period covered by the accounts and note the filing deadline shown on the company record.
Do not assume the deadline falls at the end of a calendar month. Companies House calculates filing dates according to the company’s accounting reference date and incorporation history.
3. Review the Company’s Financial Position
Check whether the company has:
- Issued share capital
- Money in a bank account
- Outstanding debts
- Assets retained from previous trading
- Amounts owed to or by a director
- Previous-year balances that must be carried forward
Even a dormant company may have balance-sheet figures. Maintaining accurate small-business bookkeeping records makes it easier to confirm whether the company remained dormant.
4. Sign In to the Filing Service
Access the relevant Companies House online filing service and enter the company registration number and authentication code.
The straightforward dormant-accounts service is generally designed for eligible companies that have never traded. Companies with a more complicated history may need accounts software or professional assistance.
5. Enter the Balance-Sheet Figures
Complete each requested field carefully. The figures should reflect the company’s actual position at the balance-sheet date.
Check that:
- Assets and liabilities have been entered correctly
- Share capital agrees with the company’s records
- Current figures match the relevant supporting records
- Comparative figures agree with the previous accounts
- The balance sheet balances
6. Approve the Statutory Statements
Read the audit-exemption and directors’ responsibility statements. A director must approve the accounts on behalf of the company.
The approving director’s name should be entered accurately. Directors remain responsible for the filing even if an accountant or company formation agent prepares it.
7. Submit and Save the Confirmation
Review every entry before submitting the accounts. Once accepted, save the submission receipt and filing confirmation with the company’s records.
It is sensible to check the public company record afterwards to make sure the accounts have been registered successfully.
Can Previously Active Companies File Dormant Accounts Online?
A company that previously traded can become dormant, but its accounts may be more complicated than those of a company that has never traded.
The business will need to separate:
- The final active accounting period
- The date trading stopped
- Any transactions made while closing operations
- The later period during which it was dormant
Assets, debts, retained profits or director’s loan balances may remain after trading stops. Dormant accounts might therefore contain more than share capital alone.
The basic online dormant-accounts service may not be suitable for every previously active company, subsidiary, company limited by guarantee or business with unusual balance-sheet items. Accounting software or an accountant may be needed in these circumstances.
When Are Dormant Company Accounts Due?
Dormant companies generally have the same Companies House filing deadlines as other companies.
| Type of accounts | Normal deadline for a private company |
| First accounts covering more than 12 months | Usually 21 months after incorporation |
| First accounts covering 12 months or less | Usually nine months after the accounting reference date |
| Subsequent annual accounts | Nine months after the accounting reference date |
For example, if a private company’s financial year ends on 31 December 2026, its subsequent accounts would normally be due by 30 September 2027.
The company’s public record shows its exact deadline. Directors should work from that date rather than relying solely on a general calculation.
How Much Does It Cost to File Dormant Company Accounts?
Companies House does not normally charge a fee for submitting eligible dormant accounts through its online service.
However, costs may arise if:
- The company uses an accountant
- Commercial filing software is required
- The accounts are filed late
- Previous accounts need to be corrected
- The company’s financial position requires professional advice
Professional help may be worthwhile where the company has traded before, owns assets or has unclear transactions. The likely cost can be compared with typical limited company accountancy fees.
What Are the Penalties for Filing Dormant Accounts Late?
A dormant company is not protected from late filing penalties. The standard penalties for a private limited company are:
| How late the accounts are | Penalty |
| Up to one month | £150 |
| More than one month but no more than three months | £375 |
| More than three months but no more than six months | £750 |
| More than six months | £1,500 |
The penalty is normally doubled when accounts are filed late in two consecutive financial years.
Continued failure to file can also result in prosecution of the directors or the company being struck off the register. If the company is dissolved while it still owns money or property, those assets could pass to the Crown.
Claiming that the company was dormant is not normally a sufficient reason for appealing a late filing penalty.
Does a Dormant Company Have to File a Tax Return With HMRC?
A company that is dormant for Corporation Tax does not normally have to pay Corporation Tax. After HMRC has been told that the company is dormant, it will not usually need to file another Company Tax Return unless HMRC asks for one or the company begins trading.
If HMRC has already issued a notice requiring a Company Tax Return, the company should not ignore it. It may need to submit the return or ask HMRC whether the notice can be withdrawn.
A company that has stopped trading may still need to:
- Prepare accounts for its final active period.
- File any outstanding Company Tax Return.
- Pay Corporation Tax that remains due.
- Tell HMRC the date on which it became dormant.
The requirements for registering a business with HMRC should also be reviewed when a dormant company begins trading for the first time.
Does a Dormant Company Need a Confirmation Statement?
Yes. Dormant accounts and the confirmation statement are separate filings.
A dormant company must normally submit a confirmation statement at least once every 12 months. This confirms important company information, including:
- Registered office address
- Registered email address
- Directors
- Shareholders
- People with significant control
- Standard Industrial Classification codes
- Statement of capital
A confirmation statement is required even if none of the information has changed. Unlike online dormant accounts, a filing fee applies to the confirmation statement.
What Mistakes Should Directors Avoid?
Dormant-account filings are relatively short, but errors can still result in rejection or incorrect public information.
Common mistakes include:
- Assuming that “not trading” always means dormant
- Ignoring bank interest or charges
- Entering zero for share capital without checking
- Using the wrong accounting period
- Forgetting previous-year comparative figures
- Missing the filing deadline
- Confusing Companies House accounts with an HMRC tax return
- Forgetting the annual confirmation statement
- Assuming an accountant carries all legal responsibility
- Filing dormant accounts after the company has restarted trading
Another mistake is confusing dormant accounts with abridged accounts for small companies. Abridged accounts are intended for qualifying small companies and are not the same as accounts filed by a dormant business.
When Should a Dormant Company Use an Accountant?
A simple company that has never traded and has only straightforward share capital may be able to file without an accountant.
Professional advice should be considered when:
- The company previously traded
- Its dormant status is unclear
- It owns property, investments or other assets
- It has loans or money owed to a director
- Shares have been issued, transferred or left unpaid
- HMRC has requested a Company Tax Return
- Previous accounts contain errors
- The company is part of a group
- The business intends to restart trading soon
An accountant can help determine the correct filing format and ensure that the balance sheet reflects the company’s actual position.
What Happens When a Dormant Company Starts Trading Again?
The company stops being dormant when it begins carrying out business activities or receives income.
Trading activities may include:
- Selling goods or services
- Advertising services as an active business
- Buying stock for resale
- Employing staff
- Entering commercial contracts
- Receiving bank interest or investment income
- Paying business expenses
Companies House does not normally require a separate notice that the company has restarted. Its next set of non-dormant accounts will show the change.
HMRC must be informed when the company becomes active for Corporation Tax. The directors should also begin keeping full accounting records from the date trading starts.
From 1 April 2028, Companies House accounts are scheduled to move to software-only filing in iXBRL format. Dormant companies should therefore review their future filing arrangements before that change takes effect.
Conclusion
A dormant company must continue meeting its Companies House responsibilities even when it has no business activity. Directors should confirm that there were no significant transactions, check the filing deadline, prepare the correct balance-sheet figures and submit the accounts before the due date.
Companies House accounts, HMRC requirements and the confirmation statement are separate obligations. Keeping accurate records and checking the company’s status regularly will help prevent rejected filings, unexpected tax requirements and late filing penalties.
Frequently Asked Questions
Can I File Dormant Company Accounts Myself?
Yes. A director can usually file straightforward dormant accounts without an accountant if the company is eligible for the online service and its financial position is simple.
Can a Dormant Company Have a Bank Account?
Yes, but transactions involving the account may affect the company’s dormant status. Bank interest, charges, payments and receipts should be reviewed carefully.
Can a Dormant Company Pay a Director?
Paying a director will normally create an accounting transaction and may mean the company is no longer dormant for the period.
Are Dormant Company Accounts Visible to the Public?
Yes. Once accepted, the accounts form part of the company’s public Companies House record.
Can I Close the Company Instead of Filing Dormant Accounts?
A company that is no longer required may be eligible for voluntary strike-off. However, outstanding accounts, tax matters, debts and assets should be dealt with before applying.
What Happens if Dormant Accounts Are Rejected?
The accounts must be corrected and resubmitted. If the corrected accounts are accepted after the deadline, a late filing penalty may still apply.
Do Dormant Companies Need an Audit?
A dormant company will normally qualify for audit exemption if it meets the statutory conditions and its members have not required an audit.
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