What this service is and who needs it
This service prepares and files dormant accounts for a UK limited company that did nothing during its financial year. Common examples are a company formed to protect a name, a company set up ahead of a launch that has not started, and a company that stopped trading but has not been closed.
Dormant does not mean no filings. Companies House says a dormant company must still file its confirmation statement and annual accounts. If the company has finished its purpose, closing it may cost less over time; see our strike off service and our guide on how to close a limited company.
Dormant means two different things
Companies House and HMRC each have their own test, and a company can be dormant for one and not the other. Companies House guidance confirms these are different.
| Companies House | HMRC (Corporation Tax) | |
|---|---|---|
| Test | No "significant" accounting transactions in the financial year | Not active, not liable for Corporation Tax, or not within the charge to Corporation Tax |
| What you still file | Annual accounts (dormant accounts if small) and the confirmation statement | Nothing, unless HMRC sends a notice to deliver a Company Tax Return |
| Telling them | No separate notice; the dormant accounts show it | Tell HMRC online, by phone or by post |
| Restarting | No need to tell them; the next non-dormant accounts show it | Tell HMRC within 3 months of starting the tax accounting period |
For example, a company that earns bank interest but does no business may not be trading, but it has income, so it is not dormant for either body.
What transactions a dormant company can have
Only a short list of payments can be ignored. Under section 1169 of the Companies Act 2006, a company is dormant during any period in which it has no "significant accounting transaction", meaning a transaction that must be entered in its accounting records. The following are disregarded:
- Payment for shares taken by the subscribers when the company was formed.
- Companies House fees for a change of name, re-registration or the confirmation statement.
- Penalties for filing accounts late.
Anything else that moves money, such as a sale, paying a supplier, paying a director, bank charges or interest on a company account, is normally a significant accounting transaction. If the company had even one of these, it needs normal accounts, not dormant accounts. Our company accounts and CT600 service covers that case.
What dormant accounts contain
Dormant accounts are a short balance sheet with set statements. According to Companies House's accounts guidance, they include:
- A balance sheet with the prior year's figures and certain notes.
- A statement above the director's signature and printed name that "the company was dormant throughout the accounting period".
- The audit exemption statement under section 480 of the Companies Act 2006 for dormant companies, confirming the members have not required an audit.
A small dormant company does not need an auditor's report.
AA02 and online filing
Form AA02 is the paper version of dormant accounts. Companies House says it can be used only by companies that have been dormant since incorporation. It is not suitable for subsidiaries or for companies that traded and then became dormant, and paper takes much longer to process. Companies House also runs an online service with built-in checks; its guidance lists dormant accounts for companies that have never traded among the accounts it accepts online. From 1 April 2028 all accounts, including dormant accounts, must be filed through commercial software.
What is included
- A check of your bank statements and records against the dormant tests.
- Preparation of dormant accounts with the required statements.
- Filing with Companies House and saving the acceptance to your portal.
- Help telling HMRC the company is dormant, or confirming what HMRC already holds.
- Reminders for the next accounts and confirmation statement dates.
What is not included
- The confirmation statement (a separate filing; see our confirmation statement service).
- A CT600 if HMRC has sent a notice to deliver a return. We can prepare it as an added item.
- Accounts for a company that had transactions. We will tell you if that applies before filing anything.
Government fees
Filing dormant accounts is free. The Companies House fee schedule lists no fee for accounts, and telling HMRC a company is dormant costs nothing.
| Item | Government fee |
|---|---|
| Dormant accounts to Companies House | £0 |
| Telling HMRC the company is dormant | £0 |
| Confirmation statement (separate, still required) | £50 online, £110 paper |
Deadlines and penalties
Dormant companies have the same accounts deadlines as trading companies. Private companies file 9 months after the accounting reference date, and first accounts are due 21 months after incorporation (or 3 months from the accounting reference date if later).
Late dormant accounts get the same Companies House late filing penalties as any private company: £150 up to 1 month late, £375 at 1 to 3 months, £750 at 3 to 6 months and £1,500 after 6 months, doubled if accounts are late 2 years running. Companies House lists dormancy as a ground for appeal that usually fails. It also warns that it can strike off and dissolve a company it believes is no longer operating, and that failing to deliver documents is a criminal offence for the directors.
Check your dates in our compliance deadline calendar.
Telling HMRC your company is dormant
You tell HMRC separately, because Companies House does not pass on dormant status. HMRC's online service to tell HMRC your company is dormant asks for:
- the company name
- the 10-digit Corporation Tax UTR
- the date the company stopped trading, if it ever traded
You can also do this by phone or by post. After that, HMRC says you will not need to file another Company Tax Return unless HMRC asks you to or the company starts trading again. If you cannot find the UTR, our UTR guide explains where it appears.
If HMRC sends a notice to deliver a Company Tax Return
You must file a return if you receive one, even if the company is dormant. HMRC says a company it treats as dormant will not be sent a "Notice to deliver a Company Tax Return". If you have received one, file online, and the return will show HMRC the company was dormant for that period. HMRC's trading and non-trading guidance warns that if you have not told HMRC you are dormant, you will still have to file and may face penalties.
Since HMRC's free filing service closed on 31 March 2026, even a nil CT600 has to go through commercial software. Late CT600s carry penalties of £200, then another £200 at 3 months, for returns due on or after 1 April 2026, as set out on HMRC's late filing penalties page.
When a company stops being dormant
A company stops being dormant the moment it has a significant transaction, such as its first sale, first supplier payment or first bank charge. For HMRC, "starting to do business" includes buying, selling, advertising, renting a property and employing someone.
- HMRC: tell HMRC within 3 months of starting your tax accounting period that the company is now active.
- Companies House: no notice is needed. The next accounts will be normal accounts that show the company is no longer dormant.
From then on the company files full accounts and a CT600 each year.
How it works
- Order and intake. Start your order and tell us the company number and whether the company has ever traded.
- Secure document upload. Upload bank statements for the year (or confirm there is no bank account) and any HMRC letters.
- Dormancy check. Our filing team checks the records against the Companies House and HMRC tests and flags anything that breaks dormancy.
- Preparation and approval. We prepare the dormant accounts and a director approves them.
- Submission. We file with Companies House and help with the HMRC dormant notice if it is still needed.
- Tracking and reminders. The acceptance appears in your portal, and we remind you before next year's dates.
What we need from you
- Company number and the director's full name.
- Bank statements for the whole financial year, if the company has an account.
- Confirmation of the share capital paid (or unpaid) at incorporation.
- The Corporation Tax UTR and any HMRC letters, including any notice to deliver a return.
- Last year's accounts, if any were filed.
Doing it yourself vs using us
Many directors of companies that have never traded file dormant accounts themselves. It is free, Companies House's online service includes checks, and HMRC's dormant notice takes a few minutes. That is a sensible route if you are sure nothing happened in the year.
Using us adds a check that the company really is dormant under both tests, correct wording, filing, receipts in one portal, and reminders so the confirmation statement and next accounts are not missed. It suits directors abroad, companies that traded in the past, and anyone who has received an HMRC notice. Our how it works page explains each step, and prices are on our pricing page.
Sources
- GOV.UK: Dormant for Companies House
- GOV.UK: Dormant for Corporation Tax
- GOV.UK: Tell HMRC your company is dormant for Corporation Tax
- HMRC: Corporation Tax, trading and non-trading
- GOV.UK: Add Corporation Tax services to your business tax account
- legislation.gov.uk: Companies Act 2006, section 1169
- Companies House: Life of a company, part 1 accounts
- Companies House: Late filing penalties
- Companies House: Companies House fees
- Companies House: Changes to accounts filing from April 2028
- HMRC: Closure of the service to file your company accounts and tax return
- GOV.UK: Company Tax Returns, penalties for late filing
Fees, deadlines and rules on this page were last checked on 27 September 2026.