- A dormant company still files dormant accounts and a confirmation statement.
- Companies House and HMRC define dormant differently, so check both tests.
- One bank transaction or a little interest can end dormancy for the year.
If your company is dormant you still have to file dormant company accounts and a confirmation statement, and Sleek’s accounting service with a qualified accountant can take both off your plate. That is the short answer, and it is the one most people looking this up get wrong.
The common belief is that dormant means nothing to file. It doesn’t. It means a smaller set of filings to Companies House, and a separate tax position with HMRC that has its own rules.
Getting those two mixed up is exactly what lands a late-filing penalty on a company that earned nothing all year. This piece walks through what you still owe, to whom, and by when.
What does dormant actually mean?
Dormant is a status, not a loophole. It describes a company that has been set up but is not currently trading or carrying on business activity.
A company can be dormant for one financial year and active the next. Plenty of businesses use it deliberately: a business owner reserves a company name before launching, or parks a company after a venture winds down but wants to keep the name and number alive.
Being dormant is not the same as closing down. Closure removes the company from the register for good, and that is a separate process covered in our guide to closing a limited company. Dormancy is a pause. The company still exists, and because it exists, it still has to report in.
Why is dormant to Companies House not the same as dormant to HMRC?
This is the single biggest source of confusion, so it is worth stating plainly: dormant means two different things to two different regulators, and you have to satisfy both.
Companies House looks at your accounting records. Under section 1169 of the Companies Act 2006, your company is dormant if it has had no “significant accounting transaction” during the accounting period. A significant accounting transaction is any entry that has to go into your accounting records, with only a few carve-outs: money paid for shares by the original subscribers when the company was formed, Companies House filing fees, and late-filing penalties. Everything else counts.
HMRC uses a different test. For corporation tax, HMRC treats your company as dormant when it is not active, meaning it is not carrying on business and is not receiving income. Crucially, income includes bank interest, so a dormant company bank account that earns even a few pounds of interest can still be dormant for Companies House while no longer being dormant for HMRC.
The practical effect is that you can pass one test and fail the other in the same year. A company sitting on a savings account is the classic case: no trade, no significant accounting transaction at Companies House, but interest that makes it active for corporation tax. If you want the detail on where that line sits, our guide to trading and non-trading for corporation tax covers it.
What you still have to file when your company is dormant
Here is the whole obligation set in one place. Everything after this table just expands a row.
| Filing | Goes to | When | Does dormancy change it? |
|---|---|---|---|
| Annual accounts | Companies House | 9 months after your accounting reference date (21 months from incorporation for a first set) | Yes. A small dormant company can file dormant accounts instead of full accounts. |
| Confirmation statement | Companies House | At least once every 12 months, within 14 days of the review period ending | No. Filed in full whether dormant or not. |
| Company tax return (CT600) | HMRC | 12 months after the accounting period ends | Yes. Not required once HMRC has accepted the company as dormant for corporation tax. |
| PAYE (if a scheme is open) | HMRC | Ongoing, on each payday | Yes, if you close the scheme. An open PAYE scheme with no pay can break dormancy. |
Annual accounts are the filing most people mean when they say “dormant accounts”. If your company is both dormant and qualifies as small, you file a much shorter set: for a company that has never traded, that is the AA02 dormant accounts route, an unaudited balance sheet with a few prescribed notes and no auditor’s report.
The corporation tax position is the one that catches people, because HMRC does not know your company is dormant unless you tell them. If HMRC has issued a notice to deliver a company tax return, you still have to file it, even if the answer is nil. Once you have told HMRC the company is dormant, through the online “tell HMRC your company is dormant” service, they normally stop asking for returns until the company trades again.
Do you still need to file a confirmation statement when dormant? (yes)
Yes, and this is the most commonly missed filing on the whole list, so it gets its own section.
The confirmation statement is completely separate from your accounts. It confirms that the details Companies House holds, your directors, shareholders, registered office and people with significant control, are still correct. Dormancy changes nothing about it. You file it at least once every 12 months, in full, regardless of whether the company traded a penny.
It currently costs £50 to file online (£110 on paper), a figure that rose on 1 February 2026. Paying that fee from the company’s own funds does not break Companies House dormancy, so you can keep the company dormant and still meet the filing. If yours is already late, our guide to an overdue confirmation statement sets out how to fix it.
“It cannot be dormant because we’ve done a bit of trading”, what does one transaction do?
We hear this on calls a lot, and it usually cuts the wrong way. A company that has done “a bit of trading” during the year is, in most cases, not dormant for that year.
For Companies House, dormancy is all-or-nothing across the accounting period. A single significant accounting transaction, one invoice raised, one supplier paid, one refund received, one domain renewal put through the company account, ends dormancy for the entire year. There is no “mostly dormant”. You either had a significant accounting transaction or you did not.
So a company that traded for two months and then stopped is not dormant for that financial year. It files full accounts for the year it traded, and it can only claim dormant status for a later year in which it had no significant accounting transactions at all.
Can you file dormant accounts for a year that has already passed?
Often yes, but the honest position is that if the deadline has already gone, penalties may already be running.
If the accounts are simply not yet due, you file dormant accounts for the closed period in the normal way. If the deadline has passed, you still file, but Companies House will have issued an automatic late-filing penalty the day after the deadline, and it grows the longer you leave it. Sleek can prepare and submit the outstanding dormant accounts, but no accountant can retroactively remove a penalty that has already been charged.
There is a similar trap on the HMRC side. If you never told HMRC the company was dormant, HMRC may have kept issuing notices to file a company tax return, and ignoring those generates its own penalties even when no tax is due.
What happens if you file nothing at all?
Non-filing stacks up fast, and for a dormant company the penalties are the whole downside, because there was never any tax to owe.
Companies House issues an automatic penalty for late annual accounts, and for a private company it runs on this scale:
| How late | Penalty (private company) |
|---|---|
| Up to 1 month | £150 |
| 1 to 3 months | £375 |
| 3 to 6 months | £750 |
| More than 6 months | £1,500 |
Those figures double if you file late in two consecutive financial years. The confirmation statement works differently: there is no banded fine, but persistent non-filing lets Companies House start strike-off action, and under the Economic Crime and Corporate Transparency Act it can also levy a financial penalty for failing to file.
Strike-off is the real risk. If the accounts and the confirmation statement both sit unfiled, Companies House can conclude the company is defunct and begin removing it from the register. That does not make the problem disappear cleanly: penalties can still be pursued against directors, and any assets left in a struck-off company pass to the Crown. The detail on how these charges are set sits in our rundown of HMRC and Companies House penalties.
Does Companies House identity verification apply to a dormant company?
Yes. Identity verification is now in force for directors and people with significant control, and a dormant company is not exempt.
Under the Economic Crime and Corporate Transparency Act, identity verification became mandatory from 18 November 2025, and existing directors and PSCs have until 18 November 2026 to verify through GOV.UK One Login or an authorised agent. It applies whether or not the company is trading, so a dormant company’s officers still need to complete it. Our guide to Companies House identity verification explains how to do it.
How do you bring a dormant company back to life?
Reactivating is mostly a matter of telling the right people in the right order, and there is a deadline on the HMRC side that catches directors out.
When the company starts trading or receiving income again, you must tell HMRC within three months of becoming active, and register for corporation tax if it is not already registered. At Companies House, you switch from dormant accounts back to full statutory accounts from the next filing date, and if you closed a PAYE scheme or deregistered for VAT while dormant, you set those back up as needed. The confirmation statement carries on exactly as before, because it never stopped.
Let Sleek handle your dormant filings
Sleek treats dormant filings as part of the accounting service, with a named, qualified accountant on your file rather than a chat widget.
The practical value with dormancy is not volume of work, it is getting the two-regulator position right so nothing slips. A qualified accountant confirms which of the four filings you actually owe, files the dormant accounts and the confirmation statement with Companies House, and squares off the HMRC position so you stop receiving notices to file. AI does the groundwork and your accountant checks and signs off every filing, so you can see exactly what was done. If you have missed filings, we will tell you plainly where you stand rather than pretend the penalties can be undone.
Ready to hand your dormant filings to a qualified accountant?
Figures verified against GOV.UK and Companies House on 10 September 2026.
FAQs on dormant company accounts
Do I need an accountant to file dormant accounts?
No, you can file dormant accounts yourself through Companies House WebFiling, and for a straightforward never-traded company the AA02 route takes minutes. Most business owners bring in an accountant not for the accounts themselves but to get the HMRC corporation tax position right and to make sure the confirmation statement is not forgotten, which is where the penalties actually come from.
My company traded for two months then stopped. Is it dormant?
Not for that financial year. Companies House dormancy is all-or-nothing across the accounting period, so any trading at all in the year means you file full accounts for that year. You can only claim dormant status for a later year in which the company had no significant accounting transactions.
Does a dormant company need a business bank account?
No, and in fact keeping one open can work against you. If a dormant company’s bank account earns interest, that interest is income for HMRC’s corporation tax test and can make the company active for tax even while it stays dormant for Companies House. Many directors close the account, or move to an interest-free one, to keep the position clean.
Do I still file a corporation tax return if HMRC has agreed the company is dormant?
Once HMRC has accepted the company as dormant for corporation tax, you normally will not receive a notice to deliver a return, and while that holds you do not file one. The exception is if HMRC issues a notice to file anyway, in which case you must still submit the return, even if it is nil.
How long can a company stay dormant?
There is no time limit. A company can remain dormant indefinitely, for years if you want, provided you keep meeting the Companies House filing obligations each year. The status only ends when the company starts trading again or you close it.
Will HMRC or Companies House tell me my company is dormant, or do I have to tell them?
You generally have to tell them. HMRC does not assume dormancy: if the company has stopped trading you notify HMRC through the “tell HMRC your company is dormant” service, and until you do it will keep expecting a return. Companies House works out dormancy from the accounts you file, so the onus is on you to file the correct dormant accounts.
I have a PAYE scheme open but no employees. Does that break dormancy?
An open PAYE scheme with no pay running through it does not itself trade, but it does generate an ongoing HMRC obligation and can complicate a clean dormant position. If the company is dormant and you have no intention of paying anyone, the usual step is to close the PAYE scheme so there is nothing left to report.
