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, and the form is simple.

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

• Simplified accounts showing the company had no significant transactions
• If the company has never traded: filed at Companies House WebFiling (or on paper form AA02)
• If it became dormant after trading: dormant accounts you prepare yourself — form AA02 isn't suitable (see below)
• Free — no filing fee for dormant accounts
• Deadline: 9 months after your accounting reference date (same as active companies). First accounts covering more than 12 months are due 21 months after incorporation, or 3 months after the accounting reference date if that's later

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 for a private company, doubled if the previous year's accounts were also late; 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:

• A GOV.UK One Login connected to your WebFiling account
• Your company number
• Your Companies House authentication code (request one via WebFiling if you've lost it — takes up to 10 working days by post)
• Your accounting reference date

The process:

1. Go to Companies House dormant accounts filing
2. Sign in to WebFiling with GOV.UK One Login, then enter your company number and authentication code
3. Select "File dormant accounts"
4. Confirm that your company has had no significant accounting transactions during the period
5. Review and submit

Companies House provides an online template for dormant accounts, for companies that have never traded. It has built-in checks which include all the required statements.

If your company previously traded and is now dormant, you can't use form AA02 — Companies House says it isn't suitable for companies that became dormant after trading. You'll need to prepare dormant accounts: a balance sheet with the dormant statements, the previous year's comparative figures and notes to the balance sheet.

Managing Multiple Dormant Companies

Portfolio landlords with SPV structures can end up with several companies — some letting property, some held unused and dormant — each with separate filing deadlines. Managing them individually is where mistakes happen — the practical strategies for managing multiple companies on Companies House (aligning accounting reference dates, batching filings, tracking every deadline in one place) apply to dormant entities as much as trading ones.

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 estimate each entity's deadlines in turn and export them to your calendar

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 not have traded, changed its name or sold off stock in the last 3 months, and must not be in (or facing) liquidation or a creditor arrangement such as a CVA
• You must send a copy of the application to shareholders, creditors and employees within 7 days — they can object
• Cost: £13 online (£18 by post)
• Timing: if nobody objects, the company is struck off no sooner than 2 months after the first Gazette notice, and a second notice dissolves it

Members' voluntary liquidation:

• More formal process, requires a licensed insolvency practitioner
• Worth considering if the company has significant assets to distribute — GOV.UK says that on a strike-off, if what you take out is worth more than £25,000, it's treated as income for tax
• 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
• The same late filing penalties apply — £150 to £1,500 for a private company's late accounts, doubled if the previous year's accounts were also late
• 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 £13 online (£18 by post) and removes the filing obligation

Sources

• Dormant companies and associations — GOV.UK
• File dormant accounts — Companies House