What Are Dormant Accounts and When Should You File Them?

Dormant accounts are the simplest set of accounts a UK company can file. If your company has had no significant transactions during its financial year, you may be able to file dormant accounts instead of full or small company accounts: a short balance sheet with a few statements, often on a single page. But "dormant" has a precise meaning, the deadlines still apply, and missing them brings the same penalties as any late accounts. This guide explains what dormant accounts are, when your company qualifies, and when you must file them.

What does dormant mean?

For Companies House, a company is dormant if it has had no significant accounting transactions during the period. A significant accounting transaction is one the company should enter in its accounting records. A few transactions do not count, so they do not stop a company being dormant:

• fees paid to Companies House, such as the confirmation statement fee
• penalties for filing documents late
• money paid for shares when the company was formed

Almost anything else does count: sales, purchases, bank interest received, bank charges paid by the company, salaries and loans. A company with a bank account that charges a monthly fee is usually not dormant for Companies House purposes, unless the directors pay those charges personally.

Common reasons companies are dormant

• a company formed to protect a business name, with no trading yet
• a company set up for a future project that has not started
• a business that has paused trading but may restart
• a subsidiary or holding company with no activity of its own
• a company kept ready for a future sale or restructuring, so its name and history are preserved

What dormant accounts contain

Dormant accounts are much shorter than ordinary accounts. Usually they include:

• a balance sheet, often showing only the share capital that was issued and any amount still owed for it
• notes required by law
• statements that the company was dormant throughout the period and is entitled to exemption from audit
• the name and signature of a director

There is no profit and loss account because there was nothing to report. Many companies use Companies House's form AA02 or file dormant accounts online.

Who can use form AA02?

Form AA02 is for companies that qualify as small and have been dormant either since they were formed or since the end of their previous financial year. Some types of company, such as certain public companies and companies in particular regulated sectors, cannot use it. Our guide to dormant company exemptions explains the conditions in more detail.

What a typical dormant balance sheet looks like

For a company formed with 100 ordinary shares of £1 each, fully paid by the shareholder, the balance sheet in its dormant accounts is usually just a few lines:

• Current assets: cash at bank or amount due from the shareholder, £100
• Net assets: £100
• Capital and reserves: called up share capital, £100

If the shares were never paid for, the asset is shown as share capital not paid instead. Beneath the balance sheet come the statements that the company was dormant, that it is entitled to exemption from audit, that the members have not required an audit, and that the directors acknowledge their responsibility for the accounts, followed by the approval date and a director's name.

How to file dormant accounts online

1. Check the company really was dormant for the whole period, using its bank statements.
2. Find the period and deadline on the Companies House register.
3. Sign in to Companies House with GOV.UK One Login and enter the company number and authentication code.
4. Choose dormant company accounts and enter the balance sheet figures, which for most dormant companies are the share capital.
5. Confirm the statements and the name of the approving director.
6. Submit. There is no fee for filing accounts.

If the company is not eligible to use the dormant accounts route, for example because it has been dormant for only part of the year, you will need to prepare accounts on the usual basis.

When are dormant accounts due?

Dormant accounts follow the same deadlines as other company accounts:

• First accounts: 21 months after the date the company was incorporated.
• Later accounts: nine months after the end of the company's financial year (its accounting reference date).

So a company incorporated on 1 March 2025, with a year end of 31 March 2026, must file its first accounts by 1 December 2026. You can find your company's next accounts due date on the Companies House register.

Penalties for late dormant accounts

Being dormant does not protect you from late filing penalties. For a private company, Companies House charges:

• £150 if the accounts are up to one month late
• £375 if more than one month and up to three months late
• £750 if more than three months and up to six months late
• £1,500 if more than six months late

The penalty doubles if the company filed late in the previous year too. Persistent failure can also lead to the company being struck off and directors being prosecuted. A £150 penalty on a company with no income is an expensive way to learn the deadline.

Dormant for HMRC is different

HMRC has its own idea of dormant for Corporation Tax. A company is usually dormant for Corporation Tax if it is not doing business, has no income and is not trading. A newly formed company that has not started trading is also dormant for tax.

What you need to do:

• tell HMRC the company is dormant, through the business tax account or by contacting the Corporation Tax office
• if HMRC sends a notice to deliver a Company Tax Return, you must file one, even if dormant
• tell HMRC when the company starts trading, within three months of starting business

It is possible for a company to be dormant for Corporation Tax but not dormant for Companies House, for example if it pays bank charges but has no income. In that case you file micro-entity or small company accounts with Companies House, not dormant accounts.

What a dormant company still has to do

Dormant is not the same as inactive in the eyes of the law. A dormant company must still:

• file a confirmation statement every year and pay the £50 fee. See our guide to the confirmation statement deadline.
• keep an appropriate registered office address and a registered email address
• make sure its directors and PSCs have verified their identity with Companies House
• report changes to directors, PSCs and addresses within 14 days
• file dormant accounts every year by the deadline

When your company stops being dormant

As soon as the company has a significant accounting transaction, it is no longer dormant. For example, if it opens a bank account and pays a monthly fee, buys equipment, or makes its first sale. From then on:

• it must prepare accounts on the usual basis, usually as a micro-entity or small company
• it must tell HMRC within three months of starting to do business
• it may need to register for PAYE or VAT

The company can become dormant again later if all activity stops, but the accounts for any year with transactions cannot be dormant accounts.

Should you keep a dormant company or close it?

Keeping a dormant company costs the confirmation statement fee each year, the time to file dormant accounts, and the obligations above. It can be worth it to protect a name or keep a company ready for a future project. If there is no realistic use for it, striking it off ends the obligations for good. Our guide on when to strike off a company compares the options.

Changes ahead for small company accounts

The Economic Crime and Corporate Transparency Act is changing how small companies file accounts with Companies House, including moving to software-only filing and asking for more information from some companies. For dormant companies, the expected change is a requirement to confirm that the company qualifies to file dormant accounts. Companies House will announce dates in advance, so check its guidance before each filing rather than relying on how you did it last year.

Dormant accounts: key points

• A company is dormant if it had no significant accounting transactions, apart from Companies House fees, penalties and paying for shares on formation.
• Bank charges paid by the company usually mean it is not dormant for Companies House.
• First accounts are due 21 months after incorporation; later accounts nine months after the year end.
• Late dormant accounts bring the same penalties as other accounts, from £150.
• Tell HMRC separately if the company is dormant for Corporation Tax.
• A dormant company still files a confirmation statement every year, and its directors must still verify their identity.

Companies House and HMRC guidance is on GOV.UK: dormant companies and associations.

Let us file your dormant accounts

We check whether your company really is dormant, prepare and file dormant accounts with Companies House on time, and tell HMRC so you are not asked for unnecessary returns. See our dormant accounts service.