Filing Accounts for a Dormant Company: Complete Guide
Your dormant company still needs to file with Companies House every year. This catches out directors who assume "dormant" means "no obligations." It doesn't — the same late filing penalties apply, and your company can be struck off for persistent non-filing.
The good news: filing dormant accounts is free, the form is simple, and the whole process takes about 15 minutes online.
What Makes a Company Dormant?
A company is dormant for Companies House purposes if it has had no "significant" accounting transactions during the financial year. A significant transaction is one you'd normally record in your accounting records.
Transactions that do NOT count (your company stays dormant):
- Filing fees paid to Companies House
- Late filing penalties
- The initial share capital on incorporation
Transactions that DO count (your company is NOT dormant):
- Any bank interest received
- Any payments or receipts for goods or services
- Any dividends paid (which also require a dividend voucher and board resolution)
- Any loan repayments
If your dormant company has a bank account earning interest, it's technically not dormant. A common workaround is to keep dormant companies in a zero-interest account — but check with an accountant if you're unsure about your specific situation.
What You Must File Every Year
Dormant companies have two annual filing obligations:
1. Dormant company accounts (AA02)
- Simplified accounts showing the company had no significant transactions
- Filed at Companies House WebFiling
- Free — no filing fee for dormant accounts
- Deadline: 9 months after your accounting reference date (same as active companies)
2. Confirmation statement (CS01)
- Confirms your company details are up to date
- Filing fee: check current fee at GOV.UK
- Deadline: 14 days after your 12-month review period ends
Both are mandatory. Missing either one triggers the same consequences as an active company — penalties for late accounts (£150–£1,500; estimate yours with our free late filing penalty calculator) and potential strike-off for missing confirmation statements.
Step-by-Step: Filing Dormant Accounts Online
Before you start, you need:
- Your company number
- Your Companies House authentication code (request one via WebFiling if you've lost it — takes 5–7 working days by post)
- Your accounting reference date
The process:
- Go to Companies House dormant accounts filing
- Sign in to WebFiling with your company number and authentication code
- Select "File dormant accounts"
- Confirm that your company has had no significant accounting transactions during the period
- Review and submit
Companies House provides an online template for dormant accounts. If your company has never traded, the form is pre-populated — you're essentially confirming nothing happened.
If your company previously traded but is now dormant, you may need to include a balance sheet showing any remaining assets (cash, property, shares in other companies). This is still a simplified filing but requires some financial information.
Managing Multiple Dormant Companies
Portfolio landlords with SPV structures often have 3–10+ dormant companies, each with separate filing deadlines. Managing them individually is where mistakes happen.
Common pitfalls:
- Different incorporation dates mean different confirmation statement deadlines
- Different ARDs mean different accounts deadlines
- Forgetting about a dormant SPV that hasn't been used for years
- Assuming a company secretary or formation agent is handling filings when they're not
Practical approach:
- List every company with its ARD and confirmation statement due date
- Set reminders for each company separately — one missed deadline among five is easy
- Consider aligning ARDs across your companies so all accounts are due at the same time (change your ARD using form AA01)
- Use our free filing deadline countdown tool to track deadlines across all your entities
Should You Close a Dormant Company Instead?
If you're not planning to use a dormant company, closing it removes the annual filing burden. Two options:
Voluntary strike-off (DS01):
- Apply through Companies House
- Company must have no outstanding debts, charges, or ongoing legal proceedings
- Cost: £18 (online)
- Process takes about 3 months (two Gazette notices)
Members' voluntary liquidation:
- More formal process, requires a licensed insolvency practitioner
- Necessary if the company has significant assets to distribute
- More expensive but provides a clean legal closure
For most dormant SPVs with no assets, voluntary strike-off is the simpler route.
Key Takeaways
- Dormant companies must file annual accounts and a confirmation statement every year
- Dormant accounts filing is free and takes about 15 minutes online
- The same late filing penalties apply — £150 to £1,500 for late accounts
- If you have multiple dormant companies, track each one's deadlines separately
- Consider aligning ARDs to simplify management
- If you don't plan to use the company, voluntary strike-off costs £18 and removes the filing obligation
Sources
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