SimpleReturns

Dormant company: what (if anything) do you have to file?

Updated 27 June 2026
The short answer

A dormant company has to file something, every year. "Dormant" means two different things to two different places. To Companies House you still file accounts and a confirmation statement, even with a dormant company. To HMRC, once you've told them you're dormant, you stop sending a tax return until they ask again, though you might owe one last return for the run-up. Dormant never means file nothing anywhere.

The short answer

A dormant company is one that did no business at all in the year. People hear "dormant" and assume it means "nothing to file". That assumption is the one that lands directors with fines.

Two separate places want something from your company, and the word "dormant" means a different thing to each:

  • Companies House still wants your yearly accounts and your confirmation statement. Being dormant doesn't switch this off. It only makes the accounts simpler.
  • HMRC is the one that lets you off. Once you've told HMRC the company is dormant, you stop sending a tax return until they ask again.

So a dormant company files less than a busy one. It never files nothing.

What does "dormant" actually mean?

Dormant means the company sat still: no sales, no costs, nothing bought or sold, no rent coming in, nobody employed, no interest earned. If your company did any of those, it was trading, and it's not dormant for that year.

You can hold a little and stay dormant. A small balance left in the bank, or the original share money the owners put in when they set the company up (often £1, or maybe £100), doesn't break it. The test is activity, not whether the company owns anything.

If real money moved through the business for the business, that's trading, and you're on the normal path: a full tax return to HMRC and full accounts to Companies House. If you're not sure which side of the line you're on, that's exactly the kind of thing we'll check with you.

What you still file at Companies House

This is the part people miss. Even a dead-quiet company has to keep its Companies House paperwork up to date, or it gets fined. A dormant company still files two things at Companies House:

  • Accounts. A short summary of what the company owns and owes. If your company is dormant at Companies House and counts as small, this can be a simpler dormant version, shorter than normal accounts, with no auditor's report.
  • A confirmation statement. A yearly tick that your company's basic details, like its address and who owns it, are still correct. It runs on its own date, separate from your accounts.

Both are due every year, dormant or not. Miss the accounts and Companies House charges a late penalty that grows the longer you leave it. So "we did nothing this year" is never a reason to skip Companies House.

What you file (or don't) at HMRC

HMRC is where being dormant saves you a job, but only after you've spoken up. Two things have to be true.

  1. You have to tell HMRC. They won't assume your company is dormant. You tell them the company has stopped trading and has no other income. Once HMRC accepts that, you don't pay Corporation Tax or send another tax return until they ask you again.
  2. You may owe one last return first. If HMRC had already asked your company for a tax return (or you'd filed one before), you usually still have to send one final return covering the run-up to when the company went quiet. That return shows HMRC the company is now dormant. A brand-new company that never traded at all can skip straight to telling HMRC, with no return at all.

Which of those is you depends on whether HMRC had already started asking. We work that out with you so you don't send a return you didn't owe, or skip one you did.

A plain example

For example

Priya's company, a quiet year. Priya set up a company last year, then put the plan on hold. This year it made £0, spent £0, employed nobody, and the only thing in the bank was the £1 of share money from when she set it up.

Here's what Priya still does:

  • Companies House: she files dormant accounts (the short version) and her confirmation statement. Both due, both on their own dates.
  • HMRC: her company had never traded and HMRC hadn't asked for a return, so she tells HMRC the company is dormant. No tax return, no Corporation Tax.

Now change one thing. Say Priya had taken a single £300 job in March before pausing. That £300 is trading. Her company isn't dormant for that year. She files a full Corporation Tax return to HMRC and full accounts to Companies House, the same as any working company. One small job flips the whole answer.

So what's the short version for me?

  • Did the company do any business at all this year? Even one paid job, one sale, one rent payment, anyone on the payroll? Then it traded. File the full return to HMRC and full accounts to Companies House.
  • Did it genuinely do nothing? You're dormant. Tell HMRC (and send a final return if HMRC had already asked), and still file your accounts and confirmation statement at Companies House.

If you're not certain, you most likely traded. Even a tiny bit of activity counts. We ask you this in plain English at the start and take the right path for you.

Common questions

Is a dormant company really exempt from filing?

No. Dormant only lets you off the HMRC tax return, and only after you've told HMRC. You still file accounts and a confirmation statement at Companies House every year. Dormant never means file nothing anywhere.

Do I have to tell HMRC my company is dormant, or do they just know?

You have to tell them. HMRC won't assume it. Until you tell them and they accept it, they'll keep expecting a tax return.

My company went dormant partway through the year, do I still file a tax return?

If HMRC had already asked your company for a return (or you'd filed before), you usually owe one last return covering the run-up to going dormant. A company that never traded at all can skip straight to telling HMRC.

My company has £1 of share capital and a few pounds in the bank, is it still dormant?

Yes, holding a little doesn't break it. Leftover share money and a small bank balance are fine, as long as no real business activity happened. The test is activity, not whether the company owns anything.

What are "dormant accounts"?

A shorter set of accounts a dormant small company can file at Companies House instead of full ones, with no auditor's report. They still have to be filed every year.

What happens if I file nothing because I thought dormant meant nothing?

Companies House charges a late penalty for missing accounts that grows over time, and can eventually start striking the company off. The HMRC side can also chase the return it was expecting. This is the exact mistake the dormant rules trip people into.

Not sure what your dormant company owes?

Tell us a little about your year and we'll work out the dormant route: the dormant accounts for Companies House, and a dormant tax return to HMRC if one's due. We file the dormant accounts (and that HMRC return where needed) for £99, once, no subscription. The confirmation statement you do yourself at Companies House, and we'll point you to it.

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SimpleReturns handles straightforward small companies. If you're an LLP, a charity, a community interest company, or an overseas entity, an accountant is the right call, and that's an honest one to make.

General guidance, not advice. This guide explains how the rules generally work for small UK limited companies. It isn't tax advice for your specific situation, if you're unsure, check with us or an accountant.