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Managing a Dormant Company

Understand what a dormant company is and how to maintain it correctly with HMRC and Companies House.

Understanding what a dormant company is—and how to maintain it correctly—is essential to staying compliant with both Companies House and HMRC. Even if your company is not actively trading, there are still important responsibilities you must meet.

What Is a Dormant Company?

A company is considered dormant if it has had no significant accounting transactions during a financial year. This typically means:

  • No sales or business income
  • No purchases or expenses
  • No employees or payroll activity

However, certain transactions are allowed without affecting dormant status, such as:

  • Payment for shares when the company is first incorporated
  • Filing fees paid to Companies House

If your company meets these criteria, it can be treated as dormant for both Companies House and HMRC purposes.

Important: If you’re unsure whether your company qualifies as dormant, we recommend seeking advice from an accountant or financial professional to ensure you remain fully compliant.

 

Notifying HMRC

If your company is dormant and has never traded—or has stopped trading—you should inform HMRC as soon as possible. This can be done online by clicking here.

Once HMRC confirms your company is dormant, you will generally not need to file Corporation Tax returns unless your status changes. However, you will still need to complete Companies House filings.

Filing Requirements with Companies House

Even if your company is dormant, you must still meet your Companies House obligations:

1. Annual Accounts

You are required to file dormant company accounts each year.

  • These are simpler than full accounts
  • They confirm that your company has had no significant financial activity
  • Must be filed annually, usually within 9 months of your accounting period end

Not sure how to proceed with this filing? Check out our Dormant Company Accounts service.

2. Confirmation Statement

You must also file a Confirmation Statement at least once every 12 months.

  • This confirms that your company details are up to date
  • Includes information such as directors, shareholders, and registered office address

Get your filing sorted quickly with our Confirmation Statement service.


What Happens If You Start Trading?

If your dormant company becomes active:

  • You must notify HMRC within 3 months of starting business activity
  • You will need to register for Corporation Tax
  • Full accounting and tax filing obligations will apply

Why It Matters

Failing to meet your obligations—even as a dormant company—can result in penalties or your company being struck off the register. Proper management ensures your company remains in good standing and ready to trade when needed.