Dormant Company Accounts Explained: HMRC, Companies House and Filing Requirements
Britvex Insights · Company Compliance
Editorial review: 24 October 2026 · Prepared for publication: 25 October 2026
A practical compliance guide for UK company directors who have incorporated but not traded, paused activity, or want to keep an existing limited company on the register. Understand what “dormant” means, what still needs filing, how HMRC differs from Companies House and how to restart safely.
Quick answer: A dormant limited company is not an obligation-free company. Even if it has never traded or HMRC has accepted it as dormant for Corporation Tax, it normally must still file annual accounts and a confirmation statement with Companies House. Dormancy is assessed differently for Companies House and HMRC, and ordinary bank charges, interest or other transactions can change the company’s status.
1. What is a dormant company in the UK?
A limited company is a separate legal entity even when it has no sales, no staff, no clients and no immediate plan to trade. Registering the company creates obligations that do not disappear because its bank balance is zero or the director has not yet invoiced anyone. The practical question is whether the company qualifies as dormant for Companies House accounts, for HMRC Corporation Tax, or both.
For Companies House, the concept focuses on whether the company had significant accounting transactions in the relevant financial year. For HMRC, the focus is typically whether the company has begun or ceased business activity and whether it has taxable income or other activity bringing it within Corporation Tax. Because the tests serve different purposes, a statement like “we are dormant” is incomplete without identifying the authority and period.
| Situation | Companies House | HMRC Corporation Tax |
|---|---|---|
| New company, never traded, no significant transactions | Dormant status may apply | Usually dormant before trading starts |
| Previously active company that stopped trading | Depends on transactions during each financial year | May become dormant once trading and other income cease |
| Company with bank interest | May involve a significant accounting transaction | Interest can create relevant income/tax activity |
| Company with ordinary bank fees | These may be significant accounting transactions | Tax status needs separate review |
| Company pays permitted Companies House filing fees | Certain statutory fees are disregarded for dormancy | Consider HMRC position separately |
Dormancy is period-specific. A company that stopped trading halfway through the year cannot normally file dormant accounts for the whole year simply because it had no revenue in the final month. Its accounting records may still show sales, expenses or asset transactions earlier in that financial period.
2. What counts as a significant accounting transaction?
Companies House uses the concept of transactions that the company would normally enter in its accounting records. Ordinary income, purchases, bank interest, professional fees and business running costs can be relevant. HMRC and Companies House guidance recognise limited exceptions such as initial subscriber share payments, certain Companies House filing fees and late accounts filing penalties. Those exceptions should not be stretched into a blanket rule that any payment made by a dormant company can be ignored.
Example: A new company issues its original shares and pays a qualifying Companies House filing fee, with no other transactions. That may remain compatible with Companies House dormancy. By contrast, a company paying regular software subscriptions, receiving interest, buying stock, paying an accountant or purchasing equipment may need a different accounting treatment. Whether a particular transaction is significant must be assessed against the statutory rules and accounting period.
A company director should ask five questions before using the dormant accounts route: Did money enter or leave any company account? Were invoices issued or received? Was any bank interest earned? Were assets purchased or disposed of? Did any pre-trading, employment, VAT or other obligations arise? Save the answers and supporting statements.
3. Dormant for Companies House versus dormant for HMRC
These are not alternative ways of describing the same decision. Companies House collects annual statutory information about the legal entity, including its accounts and statement of current company information. HMRC administers Corporation Tax and may stop requiring Company Tax Returns for dormant periods once the appropriate dormancy notification and notice obligations have been dealt with.
| Obligation | If dormant at Companies House | If dormant for HMRC |
|---|---|---|
| Annual accounts | Generally still required | HMRC dormancy does not remove Companies House requirement |
| Confirmation statement | Still required every year | Still required by Companies House |
| Corporation Tax payment | Separate HMRC assessment | Usually no Corporation Tax for a genuinely dormant period |
| CT600 Company Tax Return | Not decided by Companies House dormancy alone | Often not required after HMRC recognises dormancy, unless a return is requested |
| Registered office and company information | Must remain valid and maintained | HMRC treatment does not replace corporate maintenance |
Do not ignore a notice to deliver a Company Tax Return simply because an accountant or director believes the company is dormant. HMRC explains that a return may still be required for a period if such a notice was issued, after which dormancy may be recognised. Record the date HMRC was told the company ceased trading and keep copies of any correspondence.
4. Do dormant companies need annual accounts?
Yes, ordinarily. Every UK limited company must usually deliver accounts to Companies House annually, including dormant ones. A company that qualifies as small and dormant may be able to file simpler dormant accounts and benefit from audit exemption subject to the applicable conditions. The required accounts normally include a balance sheet, notes and appropriate directors’ statements. Prior-year comparative figures may also be needed.
A company does not file an entirely blank PDF just because nothing happened. Share capital, unpaid shares, reserves, prior retained profits and assets or liabilities brought forward can affect the balance sheet. If the business formerly traded, preparing correct closing balances and ensuring all liabilities were discharged may be more involved than a simple dormant filing.
The AA02 paper dormant-accounts form or available online filing route is not suitable for every company. In particular, companies that became dormant after trading, companies with more complex balance sheets and certain subsidiaries may require properly prepared accounts rather than a simplified form. Companies House provides a current online route and detailed requirements; filing suitability should be checked before submission.
5. Dormant company filing deadlines: the calendar that matters
The accounts deadline does not disappear during dormancy. An established private company usually has nine months after its financial year-end to file annual accounts with Companies House. First accounts often have a different statutory period, commonly up to 21 months from incorporation where the first accounts cover more than 12 months, subject to the detailed rule. Confirm the exact date in the company’s live Companies House record rather than relying on an example.
| Obligation | Normal timing | What the director should check |
|---|---|---|
| Established private-company annual accounts | Usually 9 months after financial year-end | Financial year-end and any altered accounting period |
| First accounts | Often 21 months after incorporation, subject to rules | Specific Companies House due date |
| Confirmation statement | At least annually; normally 14 days after review period ends | Current review date and payment period |
| Corporation Tax return | Depends on HMRC status and notices | Whether HMRC still requires a CT600 |
| Corporation Tax payment | Relevant if taxable activity resumed | Actual Corporation Tax accounting period |
Worked calendar example: If an established private company has a financial year-end of 31 December, its usual annual-accounts deadline would be 30 September the following year. Its confirmation-statement date may fall in a completely different month. A dormant company incorporated recently can have a different first-accounts deadline; Companies House is the authoritative record for the actual date.
The biggest administrative error is using a single anniversary date for everything. Accounting reference dates, confirmation-statement review periods, Corporation Tax accounting periods and any VAT or PAYE obligations are different clocks.
6. Confirmation statements remain mandatory
Even if the company has no transactions and has filed dormant accounts, it must ordinarily submit a confirmation statement at least every 12 months. The statement confirms key information about the company and includes a lawful-purpose declaration. It is not the same as annual accounts and should not be used as a substitute for separate change notifications where the law requires those.
Companies House currently lists a £50 digital confirmation-statement fee and £110 for paper, normally payable with the first statement in the relevant 12-month payment period. The filing window is usually 14 days after the review period ends. Filing early can begin a new review period. These are fee and process details that should be checked again when the company files, as administrative charges may change.
A dormant company still needs an appropriate registered office, accurate directors and PSC information, a registered email address where required, and responses to official correspondence. A company that appears inactive can still face penalties or strike-off for filing failures. Britvex provides Company Compliance and Confirmation Statement support as part of its company-services offering.
7. What happens if a dormant company receives money or incurs costs?
A company may receive interest from a bank, incur ordinary bank charges, pay for hosting or purchase goods before trading. Each may affect Companies House dormancy and require separate tax consideration. Do not erase these transactions to force a nil-activity balance sheet. A historical company bank statement is often the fastest way to discover why an apparently unused company does not qualify for the simple route.
There is a distinction between certain preliminary activities and actually starting to trade for Corporation Tax. HMRC recognises that preparing a business plan or negotiating contracts does not necessarily mean trading has begun. However, the accounting and tax consequences of pre-trading expenditure still need assessment. A director should not infer that a company can spend unlimited amounts without implications simply because it has not made a sale.
For an existing company, bring forward accurate opening balances. Paying off old creditors, moving company funds into a personal account, shareholder loans, disposing of equipment or earning investment income may involve transactions that need proper accounting. Some transactions have tax consequences even where the company has no conventional sales.
8. HMRC: how to tell HMRC your company is dormant
For a company that has never traded or has stopped trading with no other income, HMRC’s Tell HMRC your company is dormant for Corporation Tax service can be used where applicable. The business generally needs its company name, 10-digit Corporation Tax UTR and, for a formerly active business, the date trading stopped. An authorised agent may be able to act for the client under the relevant HMRC rules.
The correct sequence is: establish the last date of trading and other activity; complete outstanding tax returns if required; reconcile any taxes, penalties or other obligations; notify HMRC of the dormant period; then preserve HMRC’s response. Once HMRC treats the company as dormant, it usually does not need another Company Tax Return until relevant activity resumes or HMRC asks for one.
Important: Companies House accounts remain due whatever HMRC says. Similarly, there is no automatic guarantee that filing a dormant balance sheet will tell HMRC everything it needs to know. These are separate compliance routes with separate systems and messages.
9. VAT, PAYE, employers and dormant companies
Dormancy for Corporation Tax does not itself close a VAT registration or an employer PAYE scheme. A company that does not intend to trade again may need to cancel VAT registration within the applicable deadline; HMRC’s dormant-company guidance refers to deregistration within 30 days when trading will not resume. If it plans to restart while registered, it may have to continue submitting nil VAT returns and meeting other VAT obligations.
Where there is a PAYE scheme and no further employment payments will be made, the employer should consider whether and when to close the scheme and what final payroll reports are required. Directors cannot assume that not paying salaries silently ends PAYE obligations. Pensions, data retention, unpaid creditors and registered-address services may also need attention.
| Account or service | Dormancy action to review |
|---|---|
| Companies House | File dormant or other appropriate accounts and confirmation statements |
| HMRC Corporation Tax | Notify dormancy and complete outstanding CT600 notices |
| VAT | Check whether to deregister or continue appropriate returns |
| PAYE | Assess closure or nil reporting requirements |
| Company bank | Reconcile all interest and fees; avoid unreviewed transactions |
| Registered office and mail | Maintain a compliant address and receive statutory notices |
10. Worked example: a company incorporated but never used
Imagine a UK company incorporated on 10 March. Its founder subscribes for ordinary shares, pays the incorporation fee and never starts trading. There are no invoices, employees, loans, bank-interest receipts, purchases, asset sales or other significant transactions. Subject to the specific facts and applicable exclusions, the company may be dormant for Companies House and HMRC.
The company will still have the annual accounts filing obligation and a confirmation statement. Its actual accounts dates and confirmation review date must be obtained from Companies House. If HMRC has sent a notice to file a Company Tax Return, the director must address that notice instead of assuming it can be ignored. If the founder later buys stock or starts invoicing, both accounting status and HMRC notification requirements should be reviewed from the relevant date.
Alternative: A company incorporated several years ago traded until June, paid suppliers until August and then ceased all activity. It may become dormant for HMRC after the relevant cessation circumstances, but the accounts for the financial year containing those transactions are not a simple “dormant for the entire year” filing. This is why a compliance review must examine the period, not merely today’s bank balance.
11. What happens when a dormant company starts trading again?
A dormant company can usually begin trading again without forming a second legal entity. Directors should notify HMRC so the company is properly within Corporation Tax, restore appropriate accounting and invoicing records, check VAT and PAYE requirements and comply with any outstanding Companies House filings. The company may need non-dormant statutory accounts for the financial year in which it resumes activity and a Company Tax Return for the relevant Corporation Tax period.
Before restarting, verify the company is active on the register and not subject to a pending strike-off or other compliance problem. Confirm that the registered office, directors, PSCs, SIC code, banking arrangements and identity-verification status are accurate. Ensure customer contracts and invoices use the legal company name and company number as required.
Illustrative restart: A dormant company with a 30 September accounting reference date begins business activities on 1 May. Companies House annual accounts may continue to use its normal financial year, while the first new Corporation Tax accounting period may begin on 1 May and end on 30 September. This is a reason to maintain separate tax and statutory calendars instead of assuming that the two periods always begin together.
12. Dormant versus non-trading versus closing a company
A business that has stopped selling may be non-trading but still have transactions, assets, liabilities or investment income. A formally dormant company remains legally registered and must meet ongoing requirements. Closing or voluntarily striking off a company is a different decision that can have eligibility conditions, creditor notifications and consequences for remaining assets or liabilities.
| Option | Main benefit | Main continuing issue |
|---|---|---|
| Keep the company dormant | Preserve the registered legal entity | Annual accounts and confirmation statements continue |
| Stop trading but retain assets/income | Pause operations while maintaining assets | Tax and accounts may still be needed; dormancy not automatic |
| Restart activity | Use the existing company identity | New tax, accounting and operational filings resume |
| Apply to strike off | Potentially end ongoing company maintenance | Must satisfy rules and address liabilities/creditors |
Choosing between these options depends on future plans, costs, outstanding obligations, banking, registrations and the commercial value of retaining the company. No single option is inherently best for every founder.
13. Director’s compliance checklist for the next 30 days
- Check the company register: confirm active status, last accounts, next accounts deadline and next confirmation-statement date.
- Review every transaction: obtain statements for all bank accounts and note interest, fees, subscriptions and other entries.
- Assess both dormancy tests: document Companies House accounting dormancy and HMRC Corporation Tax status separately.
- Resolve overdue filings: identify missing accounts, confirmation statements, HMRC returns and any penalties or notices.
- Check VAT and PAYE: ensure dormant status has not been mistaken for deregistration or closure of a scheme.
- Maintain statutory identity: monitor registered office, director/PSC records and required identity-verification arrangements.
- Prepare and approve accounts: use the correct accounts format, obtain director approval and retain the submission confirmation.
- Decide the future: keep dormant, restart trading, or assess lawful closure—then record why.
14. How Britvex helps dormant companies stay compliant
Britvex can review the entity’s actual trading history and records, help determine what statutory accounts are appropriate, assist with Companies House filings within the agreed engagement, coordinate HMRC dormancy notifications and identify when Corporation Tax or other filings are required. Our Annual Accounts, Company Compliance and Corporation Tax teams can connect the legal-company record to the financial record.
You can begin by providing the company number, last filing dates, bank activity and HMRC correspondence. Use the secure Britvex Client Portal for documents and messages or portal help and support if you need access assistance. For new directors or company changes needing identity verification, Britvex operates an ACSP-supported identity-verification enquiry and company-formation intake. Those are separate statutory processes and do not replace Companies House filings.
Professional registration and access: BRITVEX ADVISORY LTD is registered in England and Wales (company 16133503, registered office in Manchester). Britvex states it is a Companies House-approved Authorised Corporate Service Provider (ACSP), supervised by HMRC for anti-money laundering (XNML00000219568) and registered with the ICO (ZA013667080). These statuses relate to specific supervisory or administrative regimes; they do not imply that Companies House or HMRC endorses individual services.
Contact: +44 20 3758 7500 · info@britvex.co.uk · Britvex.co.uk · Britvex.com.
Official sources and further reading
- Companies House: Dormant company accounts
- Companies House: Preparing and filing company accounts
- HMRC: Dormant for Corporation Tax
- HMRC: Tell HMRC the company is dormant
- Companies House: Filing confirmation statements
- HMRC: Restart a dormant company
Guidance reviewed 24 October 2026 for planned publication 25 October 2026. Always check the specific company’s live Companies House dates and HMRC notices. This is general guidance, not personalised legal or tax advice.
Frequently asked questions
Does a dormant company need to file accounts?
Yes. UK limited companies generally still file annual accounts at Companies House even when dormant. A qualifying small dormant company may use a simpler dormant-accounts format.
Does a dormant company need a confirmation statement?
Yes. A confirmation statement is generally required at least annually even if no company information has changed and the business has never traded.
Is dormant for HMRC the same as dormant for Companies House?
No. Companies House looks at significant accounting transactions in a financial year. HMRC Corporation Tax dormancy focuses on trading and other relevant activity or income. The outcomes can differ.
Do I have to file a CT600 for a dormant company?
Often not once HMRC has accepted dormancy, but an outstanding notice to deliver a Company Tax Return must be addressed. Check correspondence and any earlier active period before assuming no CT600 is due.
Can a dormant company have a bank account?
Yes, but interest, ordinary bank fees and other entries can have accounting or tax consequences. Review all transactions rather than assuming a zero-revenue bank account proves dormancy.
What is the deadline for dormant company accounts?
Established private companies normally file accounts within nine months of financial year-end. First accounts can have different deadlines, often linked to 21 months from incorporation. Use the company’s actual Companies House due date.
How much is the confirmation statement fee?
Companies House currently lists £50 online or £110 on paper for the applicable annual payment period. Check the current official fee and filing method at the time of submission.
How do I tell HMRC my company is dormant?
Use the official HMRC dormant Corporation Tax notification process with the company name, UTR and relevant cessation date if applicable, or work through an authorised agent. Deal with any outstanding notices first.
Can a dormant company keep its VAT registration?
The correct treatment depends on whether trading will resume and the VAT registration position. HMRC may require deregistration where no restart is intended; otherwise relevant nil VAT returns may remain due.
Is paying Companies House fees a significant transaction?
Certain Companies House filing fees are specifically disregarded when assessing dormancy under the relevant rules. That exception should not be extended to ordinary running costs.
Can a dormant company begin trading again?
Yes. Review company status, notify HMRC when trading restarts, begin appropriate accounting records, reassess VAT and PAYE, and file the correct accounts and tax returns for the active period.
Should I keep a dormant company or strike it off?
That depends on whether you plan to trade again, company assets and liabilities, filing costs and strike-off eligibility. Keeping the company preserves its legal existence but ongoing filings remain; strike-off is a separate statutory procedure.
Talk to Britvex about your next step
Understand why dormant limited companies still file accounts and confirmation statements, how HMRC dormancy differs, and how to restart. Britvex can review your circumstances, explain the relevant engagement scope and coordinate supporting records securely.
BRITVEX ADVISORY LTD · England and Wales company no. 16133503 · Registered office: 27 Gadbury Fold, Atherton, Manchester, M46 0GN · Companies House approved ACSP · HMRC AML registration XNML00000219568 · ICO registration ZA013667080 · +44 20 3758 7500 · info@britvex.co.uk. Founder: Syed Raheel Shahzad · Part of The Syed Group · Company supervisory registrations are not an endorsement by the authorities of the content of this guide.
