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Dormant company accounts

A company that has stopped trading still files accounts and a confirmation statement. What counts as dormant, what such a company files, and what this software does for one.

Two meanings of dormant

  • For HMRC, a company is usually dormant when it has stopped trading and has no other income, or when it is a new company that has not started trading. Trading includes buying, selling, renting property, advertising, employing someone and getting interest.
  • For Companies House, a company is dormant when it has had no significant transactions in the financial year. Filing fees paid to Companies House, penalties for late filing of accounts and money paid for shares when the company was set up do not count.

A company can be dormant for one and not the other, for example when it still earns interest. GOV.UK has a page for each: check both before treating a company as dormant.

A company that lets property is not dormant

Rent is income, and renting property counts as trading, so a company that is letting a property is not dormant. A company that has sold its last property, and has had no income and no significant transactions since, can be.

That is why the software asks. Most of the companies it is built for will answer that they were not dormant.

What a dormant company still files

  • Annual accounts, to Companies House, by the usual date. A small company that is dormant for Companies House may file dormant accounts and need not include an auditor's report.
  • A confirmation statement, to Companies House, by the usual date. Being dormant does not change it.
  • Once, a message to HMRC that the company is dormant. After that the company does not pay Corporation Tax or file a Company Tax Return unless HMRC sends a further notice to deliver one.

A company that has filed a Company Tax Return before, or has had a notice to deliver one, still files a return online to show HMRC it is dormant for that period. The deadlines page has the other dates.

What the software does

On the Year end page the owner is asked whether the company was dormant for a year that has ended. Above the question are the facts: how many entries in the books are dated in the year, how many bank statement lines are not in the books yet, and whether the Companies House register shows the last accounts as dormant.

When the books look dormant, the filing pack for that year is held back until the owner answers. When the owner says the company was dormant, the pack holds the accounts, marked as a dormant company's, and the confirmation statement papers, and no Company Tax Return. When the books show activity, a dormant answer is refused until that is settled.

The deadlines page then lists the accounts and the confirmation statement and leaves out the return and the tax payment. If HMRC does send a notice to deliver a return, the owner records the day it was served, and the return comes back onto the deadlines and into the pack.

The accounts are the same micro-entity accounts as for any company, tagged as a dormant company's. The guide that comes with the pack tells you to check with your accountant or Companies House that they are the accounts you want.

What it does not do

  • It does not tell HMRC the company is dormant, deregister it for VAT or close a PAYE scheme. The guide says where to do each.
  • It does not file anything. The filing by hand page says how the pack is used.
  • It does not decide that a company is dormant, and it cannot see a transaction that is neither in the books nor on a statement.
  • It does not make other kinds of accounts for a dormant company.

This page describes how the software works. It is not tax or legal advice, and a qualified accountant has not reviewed the calculations.

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