Dormant Company Filing Guide 2026: What You Must Still Submit
How to keep a dormant UK limited company compliant in 2026/27 - dormant accounts, confirmation statement, HMRC dormancy and the deadlines and fines to know.
Quick answer
Even a dormant UK limited company must keep filing. Every year you still send dormant accounts and a confirmation statement to Companies House, and you keep your registered office and director details current. Whether you file anything with HMRC depends on whether HMRC treats the company as dormant for Corporation Tax. Dormancy lowers your workload but never removes it - miss a deadline and penalties or strike-off follow.
What "dormant" actually means
The word dormant is used in two different systems, and that is where most confusion starts.
For Companies House, a company is dormant if it has had no significant accounting transactions during its financial year. A significant transaction is essentially any entry that would have to appear in the accounting records. The legislation specifically ignores a short list of items so they do not break dormancy: the shares taken by subscribers when the company was formed, fees paid to Companies House for changing the company name or re-registering, the fee for the confirmation statement, and Companies House late-filing penalties. Almost anything else - an invoice, a bank charge, interest earned, paying a director, buying a domain - counts as a transaction and makes the company active.
For HMRC, dormant means the company is not active for Corporation Tax. A company can be dormant from HMRC's point of view if it is not carrying on business activity, not trading and not receiving any other income such as bank interest.
The Companies House obligations that never go away
Being dormant does not pause your duties to the registrar. Two filings continue every single year.
Confirmation statement
The confirmation statement is a yearly check that confirms your company's details - registered office, directors, shareholders, people with significant control and SIC code - are correct. You file at least one statement in every 12-month review period, even if nothing has changed. There is a filing fee, which is lower when you file online than on paper. Always check the current fee on gov.uk before you submit, because Companies House sets it and it changes from time to time.
Dormant accounts
A dormant company still files accounts. For many small dormant companies these are dormant accounts: a stripped-back balance sheet with notes, often with no profit and loss account and no directors' report. They tell the registrar the company exists and remains dormant. The deadline follows the normal pattern for a private company's annual accounts, measured from the accounting reference date.
| Filing | Sent to | Frequency | Consequence of missing it |
|---|---|---|---|
| Confirmation statement | Companies House | Once per 12-month review period | Possible strike-off of the company |
| Dormant accounts | Companies House | Annually, by the accounts deadline | Automatic late-filing penalty, rising over time |
| Tell HMRC of dormancy | HMRC | When status changes or on request | HMRC keeps expecting a tax return |
| Company Tax Return | HMRC | Only if HMRC issues a notice and the company is active | Penalties and interest if a real liability exists |
Where HMRC fits in
HMRC and Companies House do not share a single dormancy switch. If HMRC has issued a notice to deliver a Company Tax Return, you must either file that return or contact HMRC to confirm the company is dormant for Corporation Tax. Once HMRC accepts that the company is dormant, it normally stops issuing notices to file, although it can review the position later.
If the company has never traded since incorporation, you may be able to tell HMRC it has never been active at all. Keep any written confirmation HMRC gives you, because it is your evidence that no return was required.
When a dormant company eventually starts to trade, the clock starts. You must tell HMRC within three months of the first business activity so it can register the company for Corporation Tax. From that first significant transaction the company is no longer dormant: full statutory accounts and a Company Tax Return resume, and you reassess VAT and PAYE. If trading takes you over the VAT registration threshold of GBP 90,000 in taxable turnover, you must register - work the numbers through with our
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A genuinely dormant company has no turnover and no employees, so there is nothing to report for VAT or PAYE. The practical risk is leaving an old registration open.
- If you previously registered for VAT and the company is now dormant, deregister or tell HMRC there is no activity, so it stops expecting returns.
- If you ran a payroll, close the PAYE scheme or report no payments, so HMRC does not chase missing submissions.
- A dormant company has no profits, so it cannot pay dividends. Paying a dividend would be a significant transaction and would end dormancy. If you are planning shareholder payments for a future trading phase, the calculator shows how 2026/27 dividend rates of 10.75%, 35.75% and 39.35% would bite, on top of the GBP 500 dividend allowance.ƒTry the calculator
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Costs and deadlines at a glance
Running a dormant company is cheap by design. The unavoidable cost is the confirmation statement fee, paid once per review period. Beyond that you may choose to pay for:
- a registered office or service address, if you do not want your home address on the public register;
- an accountant to prepare and file the dormant accounts, although many directors do this themselves.
There is no Corporation Tax, no VAT and no payroll cost while the company is genuinely dormant. The main thing you are buying is the right to keep the company name and structure ready for the future.
What missing a deadline costs
Companies House late-filing penalties for accounts are automatic and increase the longer the accounts are overdue. The penalty can double if you file late in two consecutive years. A missed confirmation statement is treated even more seriously, because it can trigger the strike-off process that removes the company from the register entirely. Persistent failure to file can also lead to director disqualification. None of this is worth the risk when the filings themselves are short and, for a dormant company, contain almost nothing.
Filing a dormant confirmation statement and dormant accounts on time costs a small fee and perhaps an hour of work. Missing them risks rising penalties, strike-off, and disqualification. The compliant route is almost always the cheaper one.
A simple annual checklist for a dormant company
- Diarise two dates: the confirmation statement review date and the accounts filing deadline.
- Check that registered office, directors, shareholders, PSC details and SIC code are still correct.
- File the confirmation statement online and pay the current fee.
- Prepare and file dormant accounts by the accounts deadline.
- Confirm with HMRC that the company remains dormant for Corporation Tax if it ever asks.
- Watch for the first significant transaction - that is the moment dormancy ends and full reporting begins.
When dormancy is no longer the right answer
If you have no intention of using the company again, holding it dormant forever still means yearly filings. The alternative is voluntary strike-off, where you apply to have the company removed from the register. That is only available while the company is genuinely dormant and meets the conditions for dissolution, so it can suit a company that has never traded or has fully wound down. Weigh the small annual cost of keeping the company against the convenience of closing it cleanly.
If instead you expect to trade again, keep the company dormant, keep filing, and plan your finances for the active phase. Model your future take-home with the
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Dormant does not mean dormant paperwork. Companies House always wants its confirmation statement and dormant accounts, on time, every year. HMRC needs to agree that you are dormant for Corporation Tax and to hear from you within three months when you start trading. Keep both bodies happy, watch the deadlines, and a dormant company is genuinely low-maintenance - but only because you never let the filings slip.
Frequently asked questions
What does dormant mean for a UK limited company?
A company is dormant when it has had no significant accounting transactions during the financial year. Routine items like the annual confirmation statement fee, late-filing penalties and shares paid by subscribers at formation do not count as significant transactions. If your company has traded, invoiced, paid staff, earned bank interest or incurred most other costs, it is not dormant and must file full accounts and a Company Tax Return instead.
Do I still need to file anything if my company is dormant?
Yes. A dormant company must still file dormant accounts and a confirmation statement with Companies House every year, and keep its registered office and director details up to date. Whether you also file with HMRC depends on whether HMRC treats the company as dormant for Corporation Tax. Dormancy reduces your obligations but never removes them entirely. Missing filings still triggers penalties and can lead to strike-off.
Is dormant for Companies House the same as dormant for HMRC?
No. They are separate. Companies House dormancy is about whether you had significant accounting transactions. HMRC dormancy is about whether the company is active for Corporation Tax. You can be dormant at Companies House but still need to tell HMRC, or be treated as dormant by HMRC and still owe a confirmation statement to Companies House. Always confirm your status with each body separately.
How do I tell HMRC my company is dormant?
If HMRC has issued a notice to deliver a Company Tax Return, contact HMRC to confirm the company is dormant for Corporation Tax. Once HMRC accepts dormancy, it normally stops sending notices to file, though it can review the status. If you have never traded since incorporation you may be able to tell HMRC the company has never been active. Keep written confirmation of any dormancy agreed with HMRC.
What are dormant accounts?
Dormant accounts are a simplified set of accounts a dormant company files with Companies House. For many small dormant companies they consist of a basic balance sheet with notes, and no profit and loss account or directors' report is required. The exact format depends on the company's size and circumstances. They show the registrar that the company exists and remains dormant rather than reporting any trading activity.
How much does it cost to keep a dormant company?
The main recurring cost is the Companies House confirmation statement fee, paid once per 12-month review period. You may also pay for a registered office address or an accountant to prepare dormant accounts, though many directors file simple dormant accounts themselves. Check the current confirmation statement fee on gov.uk before you file, as fees are set by Companies House and change from time to time.
What happens if I miss a dormant filing deadline?
Late dormant accounts attract automatic late-filing penalties from Companies House that increase the longer they are overdue, and the penalty can double if you file late two years running. A missed confirmation statement can lead Companies House to begin striking the company off the register. Persistent failure to file can also result in director disqualification. File on time even when there is nothing to report.
Can I keep a company dormant indefinitely?
Yes, provided you keep filing the required dormant accounts and confirmation statements each year and the company stays genuinely dormant. Many people hold a dormant company to protect a name, pause a business or prepare for a future venture. If you no longer want the company, you can apply to strike it off instead, but only while it remains dormant and meets the conditions for voluntary dissolution.
Does a dormant company need to register for VAT or PAYE?
A genuinely dormant company has no turnover and no employees, so it has no VAT or PAYE obligations while dormant. If you previously registered for VAT or PAYE and the company is now dormant, you should usually deregister or report no activity so HMRC does not expect returns. Once the company starts trading again you must reassess registration against the VAT threshold and payroll rules.
How do I make a dormant company active again?
Tell HMRC within three months of starting to trade so it can set up the company for Corporation Tax. You must then keep proper accounting records, file full statutory accounts and a Company Tax Return, and review whether VAT and PAYE registration apply. The confirmation statement to Companies House continues as before. From the first significant transaction the company is no longer dormant and full reporting resumes.
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