Dormant companies

A company can stop trading without closing down. Companies House and HMRC each have their own idea of "dormant", and a dormant company still has filings to make. Here's what each one means and what you need to do.

Dormant for Companies House

Companies House calls a company dormant if it has had no "significant" transactions in its financial year.^source In law, that means no transaction that has to be entered in the company's accounting records.^source

These don't count as significant, so a dormant company can still:^source

pay Companies House filing fees, including the change-of-name fee^source;
pay late filing penalties;
receive money for shares when the company was set up.

Dormant company accounts and other Companies House filings

Filing	What to know
Confirmation statement	Still required every year, with the same fee (£50 online).^source
Annual accounts	Dormant companies can file simpler "dormant accounts"^source. They need no profit and loss account or directors' report^source, but the deadline and late filing penalties are the same as for other accounts.^source

Paper form AA02 is only for companies limited by shares that have never traded.^source From 1 April 2028, all accounts will have to be filed using commercial software.

Dormant for HMRC (Corporation Tax)

HMRC looks at trading, not accounting transactions. For Corporation Tax, trading includes buying, selling, renting out property, advertising, employing someone or earning interest.^source If the company has stopped trading and has no other income, you can tell HMRC it's dormant.^source

Have your company's 10-digit Unique Taxpayer Reference (UTR), the company name and the date trading stopped ready.^source
Tell HMRC using its online service.
After that, you won't have to file Company Tax Returns unless HMRC asks you to or the company starts trading again.^source

VAT: if the company won't trade again, deregister for VAT within 30 days of becoming dormant. If you plan to restart, send nil VAT returns instead.

Starting to trade again

You don't need to tell Companies House; your next accounts will show the change.^source Tell HMRC so Corporation Tax is set up again, and reregister for VAT if you need to.

Checklist for a dormant company

File the confirmation statement every year (all directors verified first)
File dormant accounts on time
Tell HMRC it's dormant for Corporation Tax
Deregister for VAT, or send nil returns if you'll restart
Keep the registered office address and registered email up to date

Use the company search to see your company's next filing dates.

Frequently asked questions

Is a dormant company the same as a closed company?

No. A dormant company still exists on the register and must keep filing. Closing a company means having it struck off or dissolved, which is a separate process.

Does a dormant company have to file a confirmation statement?

Yes, every year, and the annual fee applies. See the confirmation statement guide.

Can a dormant company pay the Companies House fee without losing dormant status?

Yes. Companies House filing fees, late filing penalties and money paid for shares when the company was set up don't count as significant transactions.

Do I need to tell Companies House when the company starts trading?

No. Your next accounts simply won't be dormant accounts. You do need to tell HMRC, because Corporation Tax applies once you trade.

Do directors of a dormant company still need to verify their identity?

Yes. The confirmation statement can't be filed until all directors are verified, whether or not the company trades. See identity verification.

Sources

Facts last checked 31 October 2026. See all sources.