Dormant Company Accounts: What You Must Still File (2026)

A lot of directors set up a company, use it briefly, and then it goes quiet. Maybe the contract ended, the side project stalled, or you incorporated early and haven't started trading yet. Whatever the reason, there's a common assumption that follows: if nothing's happening in the company, there's nothing to file. That's wrong, and it's one of the more avoidable ways a first-time director ends up with a penalty letter.

A dormant company still has obligations. They're smaller than an active company's, but they're specific, they're dated, and missing them triggers the same escalating fines as missing a normal set of accounts.

What "dormant" actually means

Companies House defines dormant as having had no "significant accounting transactions" during an accounting period. That phrase does a lot of work, so it's worth being precise about what it excludes and what it doesn't.

Excluded (these don't break dormancy): the nominal payment subscribers made for their shares on incorporation, such as the standard £1.00 share payments; Companies House fees paid from the company's own funds, including the confirmation statement fee; and any civil penalty paid for late filing.

Not excluded: a bank charge, even a small cheque-processing fee; interest earned on the company's own bank account; paying an invoice, including an accountant's fee; paying wages; and paying a dividend. If any of those happen, the company has had a significant accounting transaction and isn't dormant for that period, even if it never actually traded.

This catches people out most often with bank interest. A company can be completely inactive commercially and still earn a few pounds of interest on a business savings account, which is enough to make it non-dormant for that accounting period from HMRC's perspective, even while Companies House still treats it as dormant. The two registers don't always agree, which brings us to the next point.

Companies House dormant and HMRC dormant are not the same thing

This is the part that trips people up. "Dormant" isn't one status you register once. You can be dormant for Companies House purposes and active for HMRC's, or the reverse, depending on what's actually moved through the company's bank account.

Companies House cares about whether you've had a significant accounting transaction, as above. HMRC cares about whether the company has any taxable income or is carrying on a trade. A company that's taken no commercial activity but earned bank interest is dormant at Companies House and active at HMRC, because that interest is taxable income even though it doesn't count as a significant accounting transaction for Companies House's test.

Treat them as two separate checklists, because the filing obligations that follow are genuinely different.

Filing dormant accounts with Companies House

If the company has never traded since incorporation, and has had no significant accounting transactions in the period, it can usually file using form AA02, the simplified dormant company accounts form. It's free to file online through Companies House's WebFiling service and asks for far less detail than a full or micro-entity set of accounts.

A company that has traded at any point, even briefly in a previous year, can't use AA02 once it goes dormant. It has to continue filing the appropriate small or micro-entity accounts, just showing dormant-period figures.

The deadline is the same as for any company: accounts are due within nine months of the accounting reference date. For a brand new company, the first set of accounts is due 21 months after incorporation, or three months after the accounting reference date, whichever gives the longer period. Being dormant doesn't extend this. The nine-month clock runs whether or not the company has done anything.

Telling HMRC the company is dormant

Companies House doesn't tell HMRC anything on your behalf. If you want HMRC to stop expecting a Corporation Tax return, you need to tell them directly that the company isn't trading and has no income. HMRC will usually write back confirming the dormant period and stop issuing CT600 filing reminders for it.

That confirmation isn't permanent. The moment the company starts trading again, or starts earning taxable income such as bank interest, you need to notify HMRC within three months of that happening, and then resume filing Corporation Tax returns as normal. Miss that notification window and HMRC can charge a penalty for failing to notify, on top of whatever's owed once the company is active again.

The confirmation statement still comes round every year

Dormancy doesn't pause the confirmation statement. Every company, trading or not, has to file one at least once every 12 months, confirming the company's registered details are current. Since Companies House fee changes took effect on 1 February 2026, the online filing fee is £50, up from £34 previously. There's no dormant-company exemption or discount; the fee applies regardless of whether the company has done anything all year.

Missing it doesn't just risk a fine. Companies House can eventually move to strike a company off the register entirely for failing to file a confirmation statement, which is a different and more disruptive problem than a late-filing penalty on accounts.

What a late filing actually costs

If dormant accounts are filed late, the penalty scale is the same one applied to every other private company: £150 for filing up to one month late, £375 for one to three months, £750 for three to six months, and £1,500 for anything over six months. File late for two years running and the second penalty doubles.

There's no reduced scale for a dormant company, and "nothing was happening so I didn't think it mattered" isn't a basis for appeal that Companies House accepts. The penalty is for the lateness of the filing, not the size or activity of the business behind it.

If you're planning to start trading again

Two separate three-month clocks matter here, and they're easy to mix up. HMRC needs notice within three months of the company actually starting to trade or earning income. Companies House doesn't work on a notice period in the same way, but once the company has had a significant accounting transaction, the next accounts you file have to reflect that, usually meaning you can no longer use the AA02 form for that period.

If you're not planning to trade again at all, the alternative is formally closing the company down rather than leaving it dormant indefinitely, which stops the annual filing cycle for good rather than just deferring it.

How Founders Ledger helps

A dormant company is easy to lose track of precisely because nothing seems to be happening. Founders Ledger keeps your filing deadlines, confirmation statement due dates, and company status visible in one place, whether the company is actively trading, dormant, or somewhere in between, so a quiet period doesn't turn into a missed deadline you only notice once the penalty letter arrives.

You can see how it fits into the rest of your company admin at foundersledger.co.uk.

This article is correct at the time of writing (October 2026) and is provided for general information only. It isn't financial, tax, or legal advice. Whether a company qualifies as dormant, and what that means for your specific filing position, depends on your company's actual transactions and history. Speak to a qualified accountant before deciding how to treat a dormant or inactive company.