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Dormant company obligations with Companies House and HMRC

Updated: Jun 25


One may be pardoned for thinking that there's not much of an obligation for dormant companies to anyone, let alone the authorities, but irony soon enough knocks on the proverbial door. There indeed are requirements for dormant companies to comply with for Companies House and HMRC, and below we lay out all of them.


Companies House


  • You must file annual accounts:

    • Dormant Company Accounts: Dormant companies must still file annual accounts with Companies House. These accounts are simpler than those of trading companies and typically consist of an abbreviated balance sheet and notes. The accounts must be filed within 9 months of the company's financial year-end.

    • Form AA02: The technical reference for the form to file dormant accounts with Companies House is AA02.

  • You must file annual confirmation statements:

    • Confirmation Statement (CS01): This must be submitted annually and confirms that the company information held by Companies House is up to date. It includes details such as the registered office address, principal business activities, directors, and shareholders.

    • The confirmation statement must be filed within 14 days of the review period, which is typically one year after the incorporation date or the date of the last confirmation statement.

  • You must report changes in company information: Any changes to company details (such as registered office address, company officers, etc.) must be reported to Companies House as they occur.


HMRC


  • Corporation tax:

    • Inform HMRC of dormant status: When a company becomes dormant, you must inform HMRC. The easiest and quickest way of doing this is by telling HMRC online where you will confirm the date from which the company became dormant. This may be from when the company incorporated or from a later date. Do ensure that for any periods prior to the date of dormancy that HMRC is not expecting a corporation tax return - if so, then you would still need to file one for those prior periods. You can contact HMRC to ask about whether they are expecting one, although you would have received a letter from HMRC notifying you to file one. You can also contact HMRC by phone to let them know your company is dormant or through the company's online HMRC account.

    • No corporation tax return: Dormant companies are not required to file Corporation Tax returns, provided they remain dormant. HMRC will mark the company as dormant in its system once they are notified by you of the company's dormant status and suspend the need for Corporation Tax returns.

  • Reactivation: If the company becomes active again, HMRC must be informed, and the company must start filing tax returns from the time it resumes trading.

  • Other taxes: Ensure that you deregister your dormant company from any other taxes that it is registered for, such as PAYE, VAT and CIS. If you don't, you run the risk of not filing the expected RTI submissions and returns and incurring penalties. Although the dormant company would not have any transactions and would have notified HMRC of it dormant status, HMRC's system may still expect the regular filings in respect of other taxes until deregistration.


Summary table

Obligation

Filing Requirement

Deadline

Annual Accounts (Companies House)

Dormant company accounts

Within 9 months of financial year-end

Confirmation Statement (Companies House)

Annual filing

At least once a year, within 14 days of the anniversary of the last statement

Corporation Tax Return (HMRC)

If requested or company is active

Annually, within 12 months of the accounting period end

Notification of Changes (Companies House and HMRC)

Any changes in details

As soon as changes occur


Some tips


  1. Set Up Reminders: Keep track of filing deadlines for both Companies House and HMRC to avoid penalties.

  2. Accurate Record-Keeping: Maintain accurate records of any transactions and company details to ensure compliance.

  3. Maintaining Dormant Status: Ensure that the company does not engage in any significant accounting transactions that would render it active.

  4. Communication with Authorities: Ensure clear communication with both Companies House and HMRC regarding the dormant status of your company.


As simple as they are, even dormant companies have to file accounts by law. So why not make it simple and choose to file dormant accounts with Companies House? In a couple of minutes and 3 easy steps you can file dormant accounts yourself online through our website – click here to get started.

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