How to file dormant company accounts at Companies House

In short: Companies House treats a company as dormant if it had no significant accounting transactions in the financial year, and a dormant company must still file a confirmation statement and, unless it is a dormant subsidiary that qualifies for exemption, annual accounts (GOV.UK: Dormant for Companies House). A small dormant company can file dormant accounts: a balance sheet with a dormancy statement and notes. A company that has never traded can use Companies House's online service or paper form AA02. Any other dormant company files its dormant accounts through software or on paper. A private company's accounts are due 9 months after its accounting reference date.

Last checked on GOV.UK on 28 October 2026.

What does dormant mean for Companies House?

Companies House calls a company dormant if it had no significant accounting transactions during the accounting period. A significant accounting transaction is one the company should enter in its accounting records. A short list of payments can be disregarded, and a dormant company still delivers annual accounts to Companies House unless it is a dormant subsidiary that qualifies for exemption.

When deciding whether a company is dormant, GOV.UK says you can disregard (GOV.UK: Preparing and filing Companies House accounts, section 13):

• payment for shares taken by subscribers to the memorandum of association
• fees paid to Companies House for a change of company name, the re-registration of a company and filing confirmation statements
• payment of a civil penalty for late filing of accounts

Anything else that belongs in the accounting records counts. You don't need to tell Companies House if the company restarts trading: the next non-dormant accounts you file show it is no longer dormant. Our guide to a dormant company that started trading covers what changes.

Is dormant for Companies House the same as dormant for HMRC?

No. For Corporation Tax, HMRC asks whether the company is trading or has other income, such as investments. Companies House asks whether there were significant accounting transactions. A company can meet one test and fail the other, and telling HMRC the company is dormant changes nothing you file at Companies House.

HMRC says a company is usually dormant for Corporation Tax if it has stopped trading and has no other income, or is a new company that hasn't started trading. HMRC counts buying, selling, renting property, advertising, employing someone or getting interest as trading (GOV.UK: Dormant for Corporation Tax). Once you've told HMRC, the company files no further Company Tax Return unless HMRC sends a notice to deliver one, but it must still file a confirmation statement and, unless it is an exempt dormant subsidiary, annual accounts at Companies House.

Our dormant company tax return guide covers the HMRC side, including notices and nil returns.

Can a dormant company have a bank account?

The dormancy tests on GOV.UK look at transactions and income, not at whether the company has a bank account. What matters is what goes through the account during the year. Interest received counts as trading for Corporation Tax, and Companies House doesn't list bank charges or interest among the transactions a dormant company can disregard.

For HMRC, getting interest is one of the activities it treats as trading, so a company whose account earns interest is not dormant for Corporation Tax on HMRC's definition (GOV.UK: Dormant for Corporation Tax). For Companies House, the disregarded items are limited to subscriber share payments, certain Companies House fees and late-filing penalties (GOV.UK, section 13). A bank charge or interest credited to the account is not on that list, so check whether it is a transaction the company should record before you file dormant accounts.

If the company turns out not to be dormant, it files ordinary accounts instead. Our guide to a company with no income that isn't dormant explains that route.

What do dormant company accounts contain?

Dormant accounts are a balance sheet and notes, with no profit and loss account and no directors' report. Above the director's signature and printed name, the balance sheet must state that the company was dormant throughout the accounting period. It also shows the previous year's figures for comparison, even when nothing changed during the year.

GOV.UK says a company that is dormant for Companies House and qualifies as small can file dormant accounts and doesn't need an auditor's report (GOV.UK: Dormant for Companies House). The audit exemption for dormant companies is in section 480 of the Companies Act 2006. On paper accounts, GOV.UK lists the statements to check above the director's signature: that the company was entitled to the section 480 exemption, that the members have not required an audit under section 476, and that the directors acknowledge their responsibilities for accounting records and accounts (GOV.UK, section 13.3).

A dormant balance sheet for Companies House doesn't remove the duty to prepare full accounts for the company's members. A dormant subsidiary may be able to claim exemption from preparing or filing accounts altogether (GOV.UK, section 14).

How do you file dormant accounts at Companies House?

Until 31 March 2028 there are three routes. A company that has never traded can use Companies House's online service or paper form AA02. A company that became dormant after trading prepares dormant accounts and files them through commercial software or on paper. Whichever route you use, the directors must approve the accounts before they are filed.

Online service. Companies House's online service accepts dormant accounts for companies that have never traded, limited by shares or by guarantee, and has built-in checks that include the required statements (GOV.UK, section 13.4). You need the company's authentication code (GOV.UK: File your company's annual accounts), and since 13 October 2025 signing in to WebFiling needs GOV.UK One Login (GOV.UK news story). The code is posted to the registered office, so if it's lost, request a new one early.

Form AA02. The paper form is for a company limited by shares that has never traded, or whose only transaction is the issue of subscriber shares (GOV.UK: File your dormant accounts (AA02)). It isn't suitable for dormant subsidiaries or companies that became dormant after trading, and paper takes longer to process.

Software. Software sends the accounts through Companies House's XML gateway, with an immediate acknowledgement of receipt (GOV.UK: Using software to file your company's information). Companies House charges nothing to file dormant accounts (Companies House blog), though a software provider may charge for its service.

When are dormant accounts due at Companies House?

Dormant accounts have the same deadline as any other accounts. A private company files within 9 months of its accounting reference date. First accounts covering more than 12 months are due 21 months after incorporation, or 3 months after the accounting reference date if that is later. Public companies have shorter limits.

The deadline is calculated to the exact day. When the accounting reference date is the last day of a month, the deadline is the last day of the ninth month: a 30 April year end is due by 31 January (GOV.UK, section 5). Shortening the accounting period can bring the deadline forward. GOV.UK confirms the same time limits and penalties apply to dormant accounts (GOV.UK, section 13.5).

A Company Tax Return, if HMRC asks for one, has its own deadline, normally 12 months after the period ends. The Corporation Tax deadline calculator shows the Companies House and HMRC dates side by side.

What is the penalty for filing dormant accounts late?

Dormant accounts get the same automatic late-filing penalties as any other accounts. For a private company, Companies House charges £150 if the accounts are up to 1 month late, rising in steps to £1,500 when they are more than 6 months late. The penalty is doubled if accounts are late in 2 successive financial years.

Source: Companies House: Late filing penalties, checked on 28 October 2026.

Companies House says directors are personally responsible for delivering the accounts on time, and not filing accounts or confirmation statements is a criminal offence. If an exceptional, unforeseen event will make the accounts late, you can apply for more time, but only before the deadline has passed.

Does a dormant company still file a confirmation statement?

Yes. GOV.UK says a limited company must file its confirmation statement and annual accounts with Companies House even if it is dormant for Corporation Tax or dormant according to Companies House. The confirmation statement is a separate filing with its own date, and it carries a Companies House fee even when the company is dormant.

The fee is £50 online, paid with the first statement in each 12-month payment period (GOV.UK: Companies House fees, checked on 28 October 2026). GOV.UK's filing page says you may need to verify your identity with GOV.UK One Login before filing it (GOV.UK: File your confirmation statement). Filing dormant accounts doesn't count as the confirmation statement, or the other way round.

What changes for dormant accounts from April 2028?

From 1 April 2028, every company must file its accounts with Companies House through commercial software, and the web and paper services close for accounts, including form AA02. There is no transition period. A dormant company claiming audit exemption will also need an enhanced directors' statement naming the exemption and confirming it qualifies.

GOV.UK says the change applies whether a company files its own accounts or uses a professional, and that not all software supports the iXBRL tagging needed (GOV.UK: Using software to file your company's information). The enhanced statement for audit-exempt companies is in GOV.UK, section 13.1. On 23 October 2026 the government paused the plan to make small companies and micro-entities file a profit and loss account; dormant accounts already leave it out. Our guide to software-only filing from April 2028 sets out the timeline.

Can Taxley file dormant accounts at Companies House?

Yes, as part of a Company Tax Return. Taxley's dormant return files the nil CT600 to HMRC and, when it includes dormant accounts, files those at Companies House once the return is paid and the accounts are finished. Taxley doesn't file dormant accounts on their own without a CT600, and doesn't file the confirmation statement.

One fee, £9.50, covers the nil CT600 and filing the dormant accounts at Companies House, with no extra charge for the Companies House filing. On the filing page you press "File accounts at Companies House" and enter the company's 6-character authentication code. A dormant return filed as a CT600 alone has no accounts, so nothing goes to Companies House. Taxley doesn't file accounts for a community interest company, which also needs a CIC34 report.

If HMRC hasn't sent a notice to deliver a return, the company may need only its Companies House accounts. A never-traded company can then use Companies House's own online service. What Taxley's dormant return includes and the pricing page cover the combined filing.

Frequently asked questions

Can a company that paid a late-filing penalty still file dormant accounts?

Yes, if nothing else happened. GOV.UK lets you disregard payment of a civil penalty for late filing of accounts when deciding whether a company is dormant. Fees paid to Companies House for filing confirmation statements, a change of name or re-registration are disregarded too.

Does a dormant company need an audit?

Not if it qualifies for the exemption. A company dormant since formation is exempt. One dormant since the end of the previous financial year is exempt if it qualifies as small and needn't prepare group accounts. The balance sheet confirms the members haven't required an audit.

How does a dormant CIC file its accounts?

Differently. A community interest company must file its accounts with a CIC34 report, even when dormant, and Companies House says WebFiling can't take CIC accounts. Our guide to dormant CIC accounts and the CIC34 explains what to file.

Is filing dormant accounts free?

Companies House charges nothing to file dormant accounts; costs arise only from late-filing penalties. Software providers may charge for their own service. The confirmation statement is different: it costs £50 online with the first statement in each 12-month payment period.

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

No. GOV.UK says the next set of non-dormant accounts shows the company is no longer dormant. The company may lose its dormant audit exemption for that year, and you must tell HMRC separately (GOV.UK).

General information, not personalised accounting or tax advice. Rules checked on GOV.UK on 28 October 2026; the directors remain responsible for deciding whether the company was dormant and for the accounts they file.