Dormant company accounts filing is required every year: a limited company with no significant transactions must still send accounts and a confirmation statement to Companies House, usually within nine months of its year end. Small companies can file simple dormant accounts. For HMRC, tell it the company is dormant and file a return only if a notice arrives.
The split between Companies House and HMRC is where most dormant company accounts filing mistakes happen. “Dormant” has a different meaning for each, a small amount of bank interest can make a company active for Corporation Tax, and an unanswered notice to deliver a Company Tax Return triggers penalties. This guide sets out both sides and a low-effort routine for agents.
Key points
- Dormant companies must still file annual accounts and a confirmation statement (GOV.UK: dormant for Companies House).
- A small dormant company can file dormant accounts and does not need an auditor’s report.
- The dormant company accounts filing deadline is 9 months after the year end (21 months from incorporation for first accounts).
- Late filing penalties apply to dormant companies too, from £150 to £1,500.
- For Corporation Tax, tell HMRC the company is dormant. If HMRC has sent a notice to deliver a return, file it anyway.
- From 1 April 2028, all accounts, including dormant accounts, must be filed through commercial software.
What counts as dormant
The two regimes use different tests, so a company can be dormant for one and not the other.
| Companies House | HMRC (Corporation Tax) | |
|---|---|---|
| Test | No “significant accounting transaction” in the period (Companies Act 2006, section 1169) | Not trading and no other income, such as investments |
| Ignored | Shares taken by subscribers on formation; fees for a change of name, re-registration or confirmation statement; late filing penalties | Not listed; trading includes buying, selling, renting property, advertising, employing someone or getting interest |
| Typical cases | Shelf or name-holding companies | New company not yet trading; company that has stopped trading; flat management company |
| Source | Section 1169 | GOV.UK: dormant for Corporation Tax |
A significant accounting transaction is one that section 386 requires to be entered in the company’s accounting records. In practice that means almost any money moving in or out of the company, other than the specific items section 1169 lists.
Dormant company accounts filing at Companies House
Every company on the register must deliver annual accounts and a confirmation statement, whether or not it trades. Dormant company accounts filing is simpler only because of what the accounts contain.
Dormant accounts
If the company is dormant for Companies House and qualifies as small, it can file dormant accounts and does not need an auditor’s report. Companies House describes these as a balance sheet with statements above the director’s signature and printed name, including that the company was dormant throughout the accounting period, plus comparatives and certain notes (Companies House: life of a company, accounts).
Deadlines and penalties
Private companies have 9 months from the accounting reference date to file. First accounts covering more than 12 months are due 21 months from incorporation, or 3 months from the accounting reference date if later. The late filing penalties are the same for a dormant company as for a trading one, and they double if accounts are late two years running (GOV.UK: penalties for late filing).
| Time after the deadline | Penalty (private company) |
|---|---|
| Up to 1 month | £150 |
| 1 to 3 months | £375 |
| 3 to 6 months | £750 |
| More than 6 months | £1,500 |
Being dormant is not a ground for appeal. GOV.UK lists “your company is dormant” among the reasons Companies House will not accept. Our guide to the Companies House late filing penalty appeal covers the reasons that can succeed.
How dormant company accounts filing is changing
Companies House currently accepts dormant accounts online, and a company that has been dormant since incorporation can also use paper form AA02. Under the Economic Crime and Corporate Transparency Act changes, all accounts filed on or after 1 April 2028 must be filed by commercial software in iXBRL, and the web and paper routes will close for accounts (Companies House: changes to accounts). Agents should confirm their accounts software can handle dormant company accounts filing before then.
Confirmation statement
A confirmation statement must be filed at least once every 12 months, within 14 days of the end of the review period. It costs £50 online (GOV.UK: confirmation statement). Directors of dormant companies are subject to Companies House identity verification like any other, and the filing service may ask for each director’s personal code. See our identity verification checklist.
HMRC: dormant for Corporation Tax
HMRC has its own process, separate from dormant company accounts filing at Companies House. If the company has stopped trading and has no other income, you can tell HMRC it is dormant using the online service. Agents can use it for a client with an agent code; you need the company name, the 10-digit UTR and, if relevant, the date trading stopped (GOV.UK: tell HMRC your company is dormant). After that, no Company Tax Return is needed unless HMRC asks for one or the company starts trading.
The exception catches people out. If the company has already filed a return or HMRC has issued a notice to deliver a Company Tax Return, you must still file that return online, showing the company was dormant for the period. The return is due 12 months after the end of the accounting period, and late filing penalties are £200 at day one and another £200 at three months (GOV.UK: Company Tax Return penalties).
VAT and PAYE
If the company is VAT registered and will not trade again, it must deregister within 30 days of becoming dormant. If it plans to restart, it must keep sending nil VAT returns. If it employs no one and will not restart in the tax year, close the PAYE scheme (GOV.UK).
An annual dormant company accounts filing routine
Dormant company accounts filing is low value per client, so the routine needs to be quick and repeatable. This calendar works from each company’s accounting reference date (ARD).
| When | Task |
|---|---|
| ARD | Request bank statements for the year, or written confirmation there is no bank account |
| ARD + 1 month | Check statements for any transaction, including interest and bank charges; confirm the company is still dormant for both regimes |
| ARD + 2 months | Prepare dormant accounts; send to the director for approval and signature |
| ARD + 3 months | File accounts with Companies House; save the filing confirmation |
| Same month | Check HMRC records for any notice to deliver a Company Tax Return; file a dormant return if one is open |
| Confirmation statement date | Check officers, PSCs and registered office; file the confirmation statement |
| Each year | Confirm each director’s identity verification status; update AML records for the client |
Filing in month three leaves six months of margin before the dormant company accounts filing deadline, which matters because a company that seems to have no activity is the one nobody remembers. Batch dormant clients so one person handles them all in the same week each month.
Pitfalls that make a company active
- Bank interest. HMRC lists getting interest as trading. A few pounds of interest can mean the company is not dormant for Corporation Tax, and it also counts as a transaction for Companies House.
- Bank charges and expenses paid by the company. These are entries in the accounting records and are not on the section 1169 list, so they are significant for Companies House.
- Director paying the filing fee personally. Fees for the confirmation statement are ignored under section 1169, but other expenses the director pays for the company create a loan to record.
- Property. Renting out property counts as trading for HMRC.
- Restarting without telling HMRC. When a dormant company starts trading, register it for Corporation Tax again through the business tax account (GOV.UK: restarting a dormant company). Companies House does not need to be told; the next non-dormant accounts show the change.
When any of these appear, the company needs full accounts rather than dormant accounts, and possibly a Company Tax Return. Catching them at the bank statement check in month one stops a dormant company accounts filing going in for a company that was in fact active.
Charging for dormant company work
Dormant company accounts filing looks small, but each client still carries AML duties, a confirmation statement, identity verification checks and the risk of a missed HMRC notice. Most practices charge a fixed annual fee that covers the accounts, the confirmation statement and a check of HMRC records, with any Company Tax Return or restart work quoted separately. Write the scope into the engagement letter so the client knows that becoming active means a different fee.
Because the work is routine, it also suits delegation. Preparing the accounts from the statements, the filing and the diary can be handed to an admin team while the accountant approves each set. Our guide to HMRC and Companies House portal admin sets out which tasks practices commonly hand off.
FAQs
What are the dormant company accounts filing requirements?
A dormant limited company must file annual accounts and a confirmation statement with Companies House every year. If it is dormant for Companies House and qualifies as small, it can file dormant accounts with no auditor’s report. Accounts are due 9 months after the year end, and late filing penalties apply in the same way as for trading companies.
Does a dormant company need to file a tax return?
Only if HMRC asks. Once you tell HMRC the company is dormant for Corporation Tax, it does not need to file Company Tax Returns unless it receives a notice to deliver one or starts trading. If a notice has already been issued, file the return online showing the company was dormant for that period.
Can a dormant company have a bank account?
Yes, but any activity on it matters. Interest received counts as trading for Corporation Tax, and bank charges are transactions that must be recorded, so the company may not be dormant for Companies House either. Check statements before preparing dormant accounts.
Can I still file dormant accounts on paper?
At present, a company that has been dormant since incorporation can use paper form AA02, although Companies House says paper takes longer to process. From 1 April 2028, all accounts must be filed through commercial software, and the web and paper routes for accounts will close.
Do late filing penalties apply to dormant company accounts filing?
Yes. Penalties run from £150 to £1,500 for private companies and double if accounts are late two years in a row. GOV.UK lists being dormant as a reason Companies House will not accept on appeal, so diarise dormant clients with the same care as trading ones.
Take dormant clients off your desk
Our team runs the annual routine for dormant clients in your software and portals, from statement checks to filing confirmations, with your approval at each step. See our HMRC and Companies House portal admin service or book a consultation.
