If your limited company is not currently trading, you still need to file dormant company accounts with Companies House every year. Filing is straightforward — you submit a simplified balance sheet using Form AA02, either online or by post — but missing the deadline will land you an automatic penalty, even if your company has done absolutely nothing all year. This guide walks you through exactly what to do, who needs to do it, and how to stay compliant without the stress.
What Does It Mean for a Company to Be Dormant?
A company is classed as dormant when it has had no “significant accounting transactions” during its financial year. In plain terms, that means no trading, no sales, no invoices, no expenses — the company is simply sitting there, registered but inactive.
It is worth knowing that Companies House and HMRC each have their own slightly different take on what “dormant” means.
How Does Companies House Define a Dormant Company?
Under Section 1169 of the Companies Act 2006, Companies House considers your company dormant if it had no significant accounting transactions in the accounting period. A few things do not count as significant transactions and will not break your dormant status, including filing fees paid to Companies House, penalties for late filing, and the initial share capital paid when the company was incorporated.
So if your company was set up with £1 of share capital and has done nothing since, it qualifies as dormant under Companies House rules.
How Does HMRC Define a Dormant Company?
HMRC looks at dormancy through the lens of Corporation Tax. Your company is dormant for HMRC purposes if it is not carrying on a business activity, has no taxable income, and is not receiving any money from investments or asset sales. Once you inform HMRC that your company is dormant, they will generally not require you to file a Company Tax Return — unless they write to you with a specific notice to do so.
It is important to understand that these are two separate processes. Telling HMRC your company is dormant does not automatically update Companies House, and filing dormant accounts with Companies House does not notify HMRC. You need to handle both separately.
Does a Dormant Company Still Have to File Accounts?
Yes — without exception. This is one of the most common misunderstandings among company directors. Many people assume that because their company is not trading, there is nothing to report and nothing to file. That is not how it works.
Even if your company has had zero transactions all year, you are still legally required to file dormant company accounts with Companies House. Failing to file will result in automatic late filing penalties, regardless of your dormant status.
What Accounts Does a Dormant Company Need to File?
The good news is that dormant company accounts are much simpler than accounts for a trading business. You do not need a profit and loss account, and there are no complicated figures to prepare.
What is Included in Dormant Company Accounts?
The accounts you file will typically include just a balance sheet. If your company has never traded since incorporation, the balance sheet will show only the share capital. There will be a statement confirming the company was dormant during the period, and the accounts must be signed by a director.
What is the AA02 Form?
The AA02, also known as the Dormant Company Accounts form, is the document used to submit dormant accounts to Companies House. If your company has never traded at all, this is the form you need. It is simple to complete and asks for your company name, registration number, the balance sheet date, and confirmation that the company was dormant during the period.
If your company has traded in the past but is now dormant, the accounts are slightly more detailed. You will need to include a balance sheet with comparative figures from the previous year, plus any relevant notes to the accounts.
When is the Deadline to File Dormant Company Accounts?
The filing deadline depends on whether these are your first accounts or subsequent ones.
For your first accounts (from the date of incorporation), the deadline is 21 months after the date your company was incorporated.
For subsequent years, the deadline is 9 months after the end of your company’s accounting reference date (the financial year end).
For example, if your company’s financial year ends on 31 December 2024, your dormant accounts must be filed with Companies House by 30 September 2025.
It is worth setting a reminder well in advance. Even being one day late triggers a penalty.
What are the Penalties for Late Filing of Dormant Accounts?
Companies House imposes automatic late filing penalties on all companies — dormant or not. The penalties for private limited companies are as follows:
- Up to 1 month late: £150
- 1 to 3 months late: £375
- 3 to 6 months late: £750
- More than 6 months late: £1,500
These penalties double if your accounts are late two years in a row. If you continue to ignore the requirement, Companies House can ultimately strike your company off the register.
How to File Dormant Company Accounts: Step-by-Step
Here is exactly how to file your dormant company accounts with Companies House.
Step 1: Confirm Your Company Qualifies as Dormant
Before you file, make sure your company genuinely meets the dormancy criteria. Check that there have been no significant transactions in your accounting period. If there is any doubt — for example, your company received a small payment or made a purchase — speak to an accountant before proceeding.
Step 2: Log In to Companies House WebFiling
Go to the Companies House WebFiling service at companieshouse.service.gov.uk. You will need to sign in using your GOV.UK One Login credentials (Companies House has been migrating sign-ins to this service). If you have not used WebFiling before, you will need to register and connect your company using the authentication code that was posted to your company’s registered address.
Step 3: Select Your Company and Choose to File Accounts
Once logged in, find your company and select the option to file accounts. Choose the dormant accounts option from the filing menu.
Step 4: Complete the Online Template
WebFiling will walk you through a simple online template. You will need to confirm that the company has been dormant during the accounting period, enter the balance sheet date, and provide any share capital figures if applicable. The system will prompt you for all required information.
Step 5: Review and Submit
Before submitting, review all the information carefully. Make sure the company name, registration number, and accounting period are correct. Once you are satisfied, submit the filing. You will receive a confirmation email within minutes of submission, and a second email shortly after to confirm whether the filing has been accepted or rejected.
Step 6: Download Your Confirmation
Once accepted, Companies House will update your public company record. It is a good idea to download and save a copy of your filing confirmation for your records.
There is no fee to file dormant accounts with Companies House. Costs only arise if you miss the deadline.
Can You File Dormant Accounts by Post?
Yes, if you are unable to use the online service — for example, if your company is a Limited Liability Partnership (LLP), which cannot currently use WebFiling for dormant accounts — you can file using a paper AA02 form. Download the form from GOV.UK, complete it accurately, have it signed by a director, and post it to the relevant Companies House address for your jurisdiction (England and Wales, Scotland, or Northern Ireland).
Keep in mind that postal filings take longer to process. Allow several working days to ensure it arrives before the deadline.
How Do You Notify HMRC That Your Company Is Dormant?
Filing with Companies House and notifying HMRC are separate steps. Once you have dealt with Companies House, you also need to let HMRC know your company is dormant for Corporation Tax purposes.
How to Tell HMRC Your Company is Dormant
You can notify HMRC in two ways. The first is online, through your company’s HMRC Business Tax Account. The second is in writing, by sending a letter to HMRC’s Corporation Tax office.
Once HMRC acknowledges the dormant status, they will not require you to file a Company Tax Return unless they send you a specific “Notice to File.” If you receive one of those letters, you must still file — even if the company has not traded. Always check your post at your company’s registered address.
What If HMRC Has Already Sent a Notice to File a Tax Return?
If HMRC has already issued you a notice to file a Company Tax Return, you cannot simply ignore it because your company is dormant. You must submit a nil return to HMRC unless they formally withdraw the notice. If you are unsure, call HMRC’s Corporation Tax helpline or speak to an accountant.
What About VAT and PAYE for a Dormant Company?
If your company was registered for VAT before becoming dormant, you have two options. If you plan to start trading again in the future, you can continue submitting nil VAT returns to HMRC. If you do not intend to trade again, you must deregister for VAT within 30 days of the company becoming dormant.
Similarly, if your company had a PAYE scheme running for employees, you should contact HMRC to close the scheme. Leaving an active PAYE scheme open while dormant can trigger unnecessary reporting obligations and potential penalties.
Do You Need to File a Confirmation Statement as Well?
Yes. In addition to your dormant accounts, your company must also file a confirmation statement with Companies House every year. This is a separate filing that confirms your company’s details are up to date — things like your registered address, directors, and share structure.
The confirmation statement is due annually, either on the anniversary of your incorporation date or the anniversary of your last confirmation statement. There is a fee of £34 to file a confirmation statement online.
What Happens If Your Dormant Company Starts Trading Again?
If your company moves from dormant to active, you do not need to tell Companies House directly. The next set of accounts you file — which will be full trading accounts rather than dormant accounts — will make it clear that the company is no longer dormant.
You do, however, need to notify HMRC. You will need to register your company for Corporation Tax again by logging into your HMRC Business Tax Account and updating your company’s status. HMRC classifies a company as active if it is carrying out any business activity, earning income, or employing staff.
What are the Most Common Mistakes When Filing Dormant Accounts?
Many directors get caught out by a few avoidable errors. Here are the ones we see most often.
Assuming dormant means no filing required. As covered throughout this guide, dormant companies must still file every year. The accounts are simpler, but the obligation remains.
Not notifying HMRC separately. Filing with Companies House does not tell HMRC anything. If you skip this step, HMRC will continue expecting Corporation Tax returns and may issue penalties.
Missing the deadline. The 9-month deadline arrives faster than you think, especially if you are not actively trading and your company is not front of mind. Set a calendar reminder.
Having a transaction that breaks the dormant status. If your company received bank interest, made a purchase, or took any financial action during the year, it may not qualify as dormant. If in doubt, check with an accountant before filing dormant accounts.
Leaving VAT or PAYE open. If you were VAT registered or had employees before going dormant, failing to close these down properly can create ongoing filing obligations and penalties.
Should You Use an Accountant to File Dormant Company Accounts?
For many directors, filing dormant accounts online is a straightforward process — especially if the company has never traded and the balance sheet shows nothing but share capital. However, there are situations where professional help makes sense.
If your company has previously traded and you are not confident about what figures should appear on the balance sheet, an accountant can prepare the accounts correctly and avoid errors that might cause the filing to be rejected. An accountant can also make sure HMRC is properly notified, VAT and PAYE obligations are dealt with, and your filing deadlines are not missed.
At Right Choice Consulting, we handle dormant company accounts for directors across the UK. Whether you need a one-off filing or ongoing support to keep your company compliant, we can take it off your plate. Get in touch with us today for a free consultation.
FAQs About Filing Dormant Company Accounts
Can I file dormant accounts if my company has had one or two small transactions?
It depends on what those transactions were. Payments of Companies House fees, late filing penalties, and the original share capital when you incorporated do not count as significant transactions. However, if there were any trading transactions, bank interest received, or payments for goods and services, the company may not qualify as dormant and you may need to file full accounts instead.
Is there a cost to file dormant company accounts?
No. Filing dormant accounts with Companies House is free of charge. The only costs arise if you file late (penalties apply) or if you use a professional service to file on your behalf.
How long does it take for Companies House to process dormant accounts filed online?
Once submitted through WebFiling, Companies House will send a confirmation email within minutes. Processing and acceptance typically happens within 24 to 48 hours.
Can a company be dormant indefinitely?
Yes, a company can remain dormant for as long as the directors choose, provided all annual filing obligations are met each year. There is no time limit on how long a company can stay dormant.
What is the difference between a dormant company and a dissolved company?
A dormant company is still registered at Companies House and legally exists — it is simply inactive. A dissolved company has been formally closed and removed from the Companies House register. If you no longer need your company at all, dissolution may be a better option than keeping it dormant and managing annual filings.
The Bottom Line
Keeping a dormant company compliant is not complicated, but it does require consistent attention. Every year, you need to file dormant accounts with Companies House by the deadline (9 months after your financial year end for established companies, 21 months after incorporation for first accounts). You also need to keep HMRC informed of your dormant status and file a confirmation statement annually.
If you are unsure about any part of the process — whether your company actually qualifies as dormant, what figures to include, or how to deal with HMRC — speaking to an accountant is always a sensible step. The penalties for getting it wrong, or simply missing a deadline, can add up quickly and are entirely avoidable.
Need help with your dormant company accounts? Contact the team at Right Choice Consulting — we are based in Harrow and support limited company directors across the UK.
Disclaimer: All the information provided in this article is general in nature and it does not intend to disregard any of the professional advice.