Dormant Company Accounts in the UK: Filing Requirements and Deadlines

If you’ve set up a limited company but you’re not trading (yet), it’s tempting to think you can simply “leave it alone” until you’re ready.

But even a non-trading company can still have legal filing duties. And if you miss them, Companies House can issue penalties, start strike-off action, and create headaches that are totally avoidable.

In this guide, we’ll walk you through what dormant company accounts are, when you need to file them, what deadlines apply, and the common pitfalls small businesses run into (especially around “accidentally” becoming non-dormant).

What Are Dormant Company Accounts (And When Is A Company “Dormant”)?

In plain English, a dormant company is usually one that hasn’t carried out any “significant accounting transactions” during its financial year.

This matters because a dormant company can often file a simpler form of accounts with Companies House (often referred to as dormant company accounts) rather than full trading accounts.

What Counts As A “Significant Accounting Transaction”?

A significant accounting transaction is basically any transaction that must be entered into the company’s accounting records. If your company starts doing these, it may no longer qualify as dormant.

Common examples that can make a company non-dormant include:

• Issuing invoices or receiving income from customers
• Paying suppliers for goods or services
• Paying staff wages
• Paying rent for premises
• Paying marketing costs
• Receiving interest or other investment income

On the other hand, there are a few transactions that are generally allowed without “breaking” dormancy, such as:

• Paying the fee to incorporate the company (if relevant)
• Paying the Companies House annual confirmation statement fee
• Penalties for late filing (not ideal, but it happens)

Because the rules can be technical (and the consequences can be annoying), it’s worth getting advice early if you’re not sure whether your company is genuinely dormant.

If you’re trying to keep a company dormant deliberately, this article on making a company dormant is a helpful starting point.

Dormant For Companies House vs Dormant For HMRC

This is where many SMEs get tripped up.

“Dormant” can mean slightly different things depending on whether you’re talking about:

• Companies House (corporate filing and accounts); and
• HMRC (Corporation Tax obligations).

You can sometimes be dormant for Companies House purposes, but still have an HMRC filing requirement (or vice versa), depending on what’s happened during the year.

So, don’t assume that filing dormant accounts automatically means there’s nothing to do with Corporation Tax. It often does - but not always.

Do I Need To File Dormant Company Accounts Every Year?

If your company is registered at Companies House and it isn’t exempt from filing, you will generally need to deliver accounts each financial year - even if the company is dormant.

So yes, in most cases, dormant company accounts still need to be filed annually.

What Do Dormant Company Accounts Usually Include?

Dormant company accounts are typically simpler than trading accounts. They commonly include:

• A balance sheet (showing the company’s financial position at year-end)
• Notes to the accounts (short, depending on your circumstances)
• A statement that the company was dormant throughout the period (if that’s accurate)
• Director approval and signature requirements

For many small companies, the filing format may be aligned with “micro-entity” or “small company” filing rules, but the right approach depends on your company’s status and what filings you’ve made previously.

If you’re unsure whether you should be filing simplified accounts or a fuller set, this guide to full accounts vs exemptions is useful context (especially where the company is part of a group or has more complex circumstances).

Dormant Accounts Don’t Replace Other Company Admin

Even if your company is dormant and filing dormant company accounts, you may still need to keep on top of other compliance tasks, including:

• Confirmation statements (usually annually)
• Statutory registers (kept up to date)
• Companies House updates if your registered office, directors, PSCs, or share structure changes

And if you do decide to restructure ownership, bring in a co-founder, or issue shares before you start trading, it’s smart to document it properly - for example, using a Shareholders Agreement so expectations are clear from day one.

Dormant Company Accounts Deadlines: What SMEs Need To Know

The key deadline is the date your accounts must be delivered to Companies House. Missing it can lead to automatic late filing penalties (even if your company is dormant).

Your First Accounts Deadline (New Companies)

For many companies, the first accounting period can be longer than 12 months (because it runs from incorporation to your first “accounting reference date”). That means your first accounts deadline can look a bit different from future years.

In practice, for a private limited company, first accounts are usually due 21 months after incorporation (or 3 months after the accounting reference date if that is later). The exact due date is shown on your company’s Companies House record.

It’s worth diarising it early, because “we’re not trading” won’t be accepted as an excuse for missing the deadline.

Ongoing Annual Accounts Deadlines

After the first year, accounts are generally due 9 months after the company’s financial year-end for private companies.

If you change your accounting reference date, deadlines can shift (and that’s another place mistakes happen, especially if you change it and forget to tell your accountant or bookkeeping system).

What About Corporation Tax Deadlines?

If your company is dormant and HMRC accepts it as dormant for Corporation Tax purposes, you may not need to file a Company Tax Return for that period.

But if HMRC expects a return (for example, because they believe trading began, or because there was taxable activity), then you’ll need to comply with Corporation Tax deadlines too.

As a general rule: treat Companies House and HMRC as separate “tick boxes” and confirm your position with both. (This article is general information only and isn’t tax advice.)

Common Pitfalls With Dormant Company Accounts (And How To Avoid Them)

Most issues we see with dormant company accounts aren’t because people are trying to do the wrong thing - they’re usually caused by small, easy-to-miss steps that accidentally turn into bigger compliance problems.

1. Accidentally Becoming Non-Dormant

This is the big one.

A company can stop being dormant the moment it has a significant accounting transaction. Some common “surprises” include:

• Paying for a domain name or website hosting through the company
• Paying for software subscriptions (even small monthly ones)
• Paying freelancers or contractors to build your MVP
• Receiving money (even a “test” payment from a customer)
• Opening and using a business bank account with charges applied

If you’re building in the background and spending money, your company may not be dormant - and that’s completely fine, but it means you should be filing the right type of accounts and meeting the right tax obligations.

2. Assuming A Dormant Company Has No Recordkeeping Duties

Even a dormant company should keep sensible records, including:

• bank statements (if the company has a bank account)
• proof of any allowed payments (like confirmation statement fees)
• board decisions and shareholder decisions where relevant
• statutory company registers

If you later sell the company, bring in investors, or restart trading, having clean records can save time and reduce risk during due diligence.

Recordkeeping matters even more if you later decide to close the company - this guide on recordkeeping after closing a business explains what you should keep and why.

3. Confusing “Dormant” With “Not Trading Yet”

From a founder perspective, “we haven’t launched” often feels like “we’re dormant”.

But legally and financially, you might still be active if you’re paying for:

• product development
• professional services (accountants, consultants, designers)
• renting space
• marketing tests

If your plan is to keep the company dormant, you’ll need to be intentional about what costs sit inside the company and what is paid personally (and then dealt with properly later, if appropriate). This is one of those areas where tailored advice is worth it, because the “right” approach depends on your goals.

4. Missing The Confirmation Statement While Focusing On Dormant Accounts

A really common scenario is:

• you file dormant company accounts on time; but
• you forget the confirmation statement.

Companies House treats the confirmation statement as a separate obligation. Missing it can still trigger compliance action.

Set reminders for both. If you have multiple dormant companies (for example, a holding company and an operating company), it’s even easier for dates to slip.

5. Leaving A Dormant Company “Hanging Around” When You Don’t Need It

Sometimes you set up a company for a project that never happens - or you restructure and no longer need a particular entity.

Keeping a dormant company isn’t automatically wrong, but it can create ongoing admin and the risk of missed filings.

If you’re sure you don’t need it, you might consider formally closing it. The process has rules (including ensuring the company is eligible to be struck off), so it’s worth reading up on how to close a limited company before taking action.

6. Not Documenting Decisions Properly (Especially For SMEs With More Than One Owner)

Even if a company is dormant, you might still be making important decisions - like issuing shares, appointing directors, or changing the company’s structure.

Those changes should be recorded and, where appropriate, approved properly. For example, some actions may need board minutes or a written resolution.

If you’re not sure what “good paperwork” looks like, a Company Resolution is a common way to formalise decisions and reduce disputes later.

What Happens If You File Dormant Company Accounts Incorrectly Or Late?

It’s always better to fix issues early than hope they’ll go away.

If dormant company accounts are filed late, Companies House can issue automatic late filing penalties. These can increase the later you are, and they can apply even if the company hasn’t traded.

If you file dormant accounts when the company wasn’t actually dormant, you can run into bigger problems, such as:

• Companies House queries or requests for amended accounts
• HMRC follow-up if tax filings don’t align with the company’s activity
• Director responsibility issues (directors have legal duties to file accurate accounts)
• Future due diligence red flags if you later raise investment or sell the business

If your company has already started trading or had transactions, it may be safer to correct course and file the appropriate accounts rather than trying to “fit” the dormant status.

And if you’re making changes to contracts or arrangements as you move from dormant to active trading, it’s worth doing it properly - for example, using a formal Contract Amendment rather than relying on informal email trails.

Key Takeaways

• Dormant company accounts are usually a simplified set of accounts you can file when your company has had no significant accounting transactions in the financial year.
• Even if your company is dormant, you will typically still need to file accounts with Companies House every year (and also submit confirmation statements).
• “Dormant” can mean different things for Companies House and HMRC - don’t assume that filing dormant accounts automatically cancels all Corporation Tax obligations.
• The most common pitfall is accidentally becoming non-dormant by paying expenses, receiving income, or otherwise carrying out transactions.
• Missing deadlines can lead to penalties and compliance action, so it’s worth diarising key dates and keeping clean records.
• If you no longer need the company, consider whether formal closure is a better option than keeping a dormant entity indefinitely.

If you’d like help confirming whether your company is genuinely dormant, fixing filing issues, or setting up the right structure for growth, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.