Guide · updated 2026-10-18
What is a dormant company?
Last reviewed: 2026-10-18
A company is dormant if it has no significant accounting transactions. What still has to be filed, and how to tell HMRC.
Definition
A company is dormant for filing purposes if it has had no significant accounting transactions during the period. Paying the confirmation statement fee, late filing penalties, or money for shares taken by subscribers on formation do not count. Anything else — a bank charge, a sale, a salary — does.
Why companies are dormant
Protecting a name, holding an asset, a business not yet started, or a trading company that has wound down. Many of the companies on this site are dormant in their first months while directors prepare to trade.
What you still file
Dormant accounts (form AA02 — a balance sheet showing share capital) every year on the normal accounts deadline, and a confirmation statement. Both still attract penalties and strike-off if missed.
HMRC
Tell HMRC the company is dormant (by letter or through your online account). Otherwise HMRC expects a Corporation Tax return and will issue penalties for one that never arrives. When you start trading, register for Corporation Tax within 3 months.
Common questions
Does a dormant company file accounts?
Yes — dormant accounts (form AA02) and a confirmation statement every year.
Does a dormant company pay Corporation Tax?
No, but you must tell HMRC it is dormant or it will expect a return.
What makes a company not dormant?
Any transaction other than paying the registrar fee, late filing penalties or shares to subscribers.
General information for UK companies, correct at the date above. Not legal or tax advice; check gov.uk or an accountant for your situation.