Understanding the different requirements of HMRC and Companies House is essential if your limited company is dormant. Although a dormant company does not trade, it is not exempt from compliance obligations. Directors must understand the distinction between HMRC rules and Companies House filing requirements to avoid penalties, late fees, strike-off action, or unnecessary compliance risks. This guide explains the legal definitions, filing deadlines, tax obligations, and practical steps required to keep a dormant company fully compliant in the UK.
A dormant company must comply with both HMRC and Companies House, but each organisation has different responsibilities and definitions of dormancy.
Companies House regulates company registration and requires annual accounts and confirmation statements
HMRC administers Corporation Tax and determines whether a company must submit Company Tax Returns
Understanding this distinction is critical. A company may be considered dormant by Companies House but still have reporting obligations to HMRC if dormancy has not been confirmed correctly.
Experience insight: We frequently see directors file dormant accounts with Companies House but forget to formally notify HMRC, resulting in unexpected Corporation Tax return notices and avoidable compliance stress.
For Companies House, a company is dormant if it has had no significant accounting transactions during its financial year.
Transactions that are usually permitted include:
Payment of Companies House filing fees
Penalties for late filing
Shares issued on incorporation
Any trading activity, income, expenses, or contractual payments generally disqualify dormant status.
Official guidance: Companies House - Dormant Company Rules
For HMRC, a company is dormant for Corporation Tax if it is not trading and has no taxable income.
To ensure compliance:
You must notify HMRC when the company becomes dormant
Any outstanding Corporation Tax Returns must be submitted first
HMRC must be informed if the company resumes trading
Once HMRC confirms dormancy, Company Tax Returns are usually no longer required unless circumstances change.
Official guidance: HMRC - Dormant Company Rules
Key Point: Dormant status for Companies House does not automatically mean dormant status for HMRC.
Every dormant company must still submit statutory filings annually.
These include:
Dormant accounts (AA02) - due 9 months after the financial year-end
Confirmation statement (CS01) - due every 12 months
Updates for changes to directors, registered office, or PSC details
Dormant accounts must contain:
A simplified balance sheet
A statement confirming no significant accounting transactions
Director approval
Full deadline guidance: Dormant Company Deadlines & Penalties
Late filing penalties apply automatically, even if the company is dormant and owes no tax.
For Companies House:
Penalties start at £150 for accounts filed up to 1 month late
Increase up to £1,500 if more than 6 months late
Double if late in consecutive financial years
Persistent non-compliance may result in compulsory strike-off proceedings.
Important: Directors remain personally responsible for ensuring accounts are filed on time.
Yes. If a dormant company repeatedly fails to file accounts or confirmation statements, Companies House may begin strike-off action. Alternatively, directors can apply for voluntary strike-off using form DS01 if the company is no longer needed.
Before applying for strike-off:
All accounts must be filed
No outstanding debts should exist
HMRC should be notified
Strike-off guidance: Strike Off a Company
Assuming “no trading” means no filings required
Forgetting the confirmation statement
Making small transactions that invalidate dormant status
Not informing HMRC when trading resumes
Losing WebFiling authentication codes
Related reading: Common Dormant Filing Mistakes
If a dormant company starts trading:
Full statutory accounts must be prepared
Corporation Tax registration becomes active
Accounting records must be maintained properly
VAT registration may be required if thresholds are met
It is important to notify HMRC immediately to avoid late tax return penalties.
Companies House may consider an appeal if there is a valid reason, such as:
Serious illness
Unforeseen technical issues
Exceptional circumstances beyond the director’s control
However, appeals are not guaranteed and are assessed individually.
Confirm dormancy status with both HMRC and Companies House
Record your accounting reference date clearly
Set reminders at least 2–3 months before deadlines
Keep minimal but accurate financial records
Review all correspondence from HMRC and Companies House promptly
Consider using a specialist dormant filing service
Further guidance: How To Keep A Company Dormant
A dormant company in the UK must comply with both HMRC and Companies House requirements. Dormancy does not remove filing obligations. Directors must submit dormant accounts annually, file confirmation statements, notify HMRC correctly, and respond to any change in trading status. Understanding these distinctions prevents penalties, avoids strike-off, and ensures the company remains legally compliant.
