Guides

Dormant Company Accounts: What You Must Still File

Updated 10 Jun 2026

A dormant company still has to file — every year. Dormant doesn't mean exempt: a dormant company files dormant accounts and a confirmation statement with Companies House annually, and missing the accounts deadline brings the same late-filing penalties as any other company. The good news is that the filings are short, and once HMRC agrees the company is dormant there's usually no tax return to do. Here's what dormant actually means and what's still due.

"Dormant" means two different things

This is the trap. Companies House and HMRC use different definitions, and satisfying one doesn't satisfy the other.

Dormant for Companies House is about transactions: your company is dormant if it has had no "significant" accounting transactions in the financial year. Three things don't count as significant — filing fees paid to Companies House, penalties for late filing of accounts, and money paid for shares when the company was incorporated. So a company that has only ever paid its Companies House fees can still be dormant.

Dormant for Corporation Tax (HMRC) is about activity: your company is usually dormant if it has stopped trading and has no other income — investments included.

A company can be dormant for one and not the other, which is why each side needs handling separately.

What does a dormant company still file?

Late dormant accounts attract the same penalty bands as any private company's accounts — the company accounts page has the full table.

Registered a company but never used it?

A common situation: a company formed early (often to protect a name) that has never traded. It's still on the register, so both yearly filings above still apply. If you're also trading as a sole trader in the meantime, you have both sets of obligations — sole trader or limited company untangles which is which.

If you're sure you'll never use the company, the alternative worth weighing is striking it off the register — then nothing further is due. That's a one-off decision with its own steps and consequences; worth taking advice before keeping a company dormant for years out of inertia.

What happens when the company starts trading?

You don't need to tell Companies House — your next set of non-dormant accounts shows the change. HMRC is different: a company that starts trading needs to be active for Corporation Tax, and the company tax return cycle begins.

Frequently asked questions

Does a dormant company really have to file every year? Yes — dormant accounts and a confirmation statement, both annually. The filings are short, but missing them carries real consequences (late-filing penalties for the accounts; a possible fine and strike-off for the confirmation statement).

Do I have to file a tax return for a dormant company? Usually not, once you've told HMRC it's dormant and they've agreed. The exception: if HMRC sends a notice to deliver a Company Tax Return, you must file one regardless.

What counts as a "significant" transaction? Almost anything through the company — with three stated exceptions: Companies House filing fees, late-filing penalties, and the money paid for shares at incorporation.

Can I just ignore a company I never use? No — the filings keep falling due and the penalties accumulate. Either keep up the two yearly filings or consider striking the company off properly.

I'm a sole trader — does this apply to me? Only if a company is registered in your name. If nothing is on the Companies House register, none of this applies — see sole trader accounts.

Holding a dormant company and want the yearly filings handled — or a decision on whether to keep it at all? See how we help →