How to file dormant company accounts: step by step

1. Check whether the company was dormant

A company is dormant for Companies House when it has no significant accounting transactions in the financial year. GOV.UK describes a significant accounting transaction as one the company should enter in its accounting records. Only a few items can be ignored: payment for subscriber shares when the company was formed, certain Companies House fees and a penalty for filing accounts late.

Everything else needs review. Bank charges, interest received, expenses a director paid for the company and any sale all count. If the only activity was bank fees, read whether a dormant company can have bank charges before you choose this route. For the full definition, see what a dormant company is.

Source: Life of a company: part 1 accounts

2. Gather the records and check the period

Have your company number, previous accounts, share records and bank statements for the whole period ready, including statements showing no activity. Check for bills paid personally for the company, unpaid invoices and loans. Our free dormant accounts records checklist (PDF) lists the records to collect and the questions to answer before you choose a filing route.

Confirm the accounting period and filing deadline on the Companies House register. The year end and the date the accounts must arrive are different dates.

Source: Prepare and file annual accounts for a limited company

3. Understand the figures: a £100 example

Dormant accounts need a balance sheet with a statement above the director's signature that the company was dormant throughout the period, the previous year's figures for comparison and certain notes. They do not need a profit and loss account or directors' report.

Take a company limited by shares that has never traded and is not a subsidiary. Its subscribers paid £100 for shares on incorporation and it still holds that £100 as cash, with no debts, expenses or interest. Its net assets are £100, matched by £100 of share capital. Dormant does not mean every balance is zero.

Use this to understand the figures, not as a template: unpaid shares, a director's loan or different prior balances change them.

Source: Life of a company: part 1 accounts

4. Approve the accounts and choose a filing route

The board of directors must approve the accounts, and a director signs the balance sheet on behalf of the board and prints their name.

Companies House's online service has a dormant company accounts option, available for companies limited by shares and by guarantee, with built-in checks for the required statements. To file online you need the company's six-character authentication code. This is different from a director's Companies House personal code. A replacement code is posted to the registered office and can take up to 10 working days, so see how to get a lost authentication code early.

A company that has not traded since incorporation can also file the paper form AA02, which takes longer to process. GOV.UK says the AA02 is not suitable for dormant subsidiaries or for companies that became dormant after trading. Those companies need dormant accounts prepared with the details they must give.

Source: File your company's annual accounts with Companies House

5. From 1 April 2028 accounts must be filed using commercial software

From 1 April 2028 every company must file its accounts with Companies House using commercial software, in iXBRL format. The WebFiling dormant accounts option and the paper AA02 route both close for accounts on that date, and GOV.UK says there is no transition period: any accounts due after that date must be filed using software.

Dormant companies are not exempt. Read what software-only accounts filing means from 2028 before your first accounts due after the change. Confirmation statements and other non-accounts filings stay available through Companies House's web services.

Source: Using software to file your company's information

6. Avoid these dormant accounts filing mistakes

Check for these errors before you approve and submit the accounts.

• Entering zeros because the company is dormant. Check share capital, cash, debts and last year's figures.
• Assuming last year's dormant accounts prove the company is dormant this year. Review the whole period, including payments made outside the bank account.
• Using form AA02 because the company has stopped trading. The form is not for companies that became dormant after trading.
• Leaving the authentication code until the last week, when a replacement can take up to 10 working days.
• Treating a submission or payment as proof the accounts were accepted.

Source: Dormant accounts form AA02

7. Confirm acceptance and keep the accounts

Companies House examines the accounts after you submit them. If the deadline has passed, the record shows them as overdue until accepted, and accounts rejected after the deadline get an automatic penalty. File early enough to fix any problem.

Check the filing history on the register, and keep the approved accounts with the records behind the figures.

Source: Life of a company: part 1 accounts

8. Keep the other obligations separate

Companies House and HMRC use different dormancy tests. Filing dormant accounts does not tell HMRC, close a tax registration or replace the confirmation statement, which every company, including a dormant one, must file at least once a year. If HMRC has sent a notice to deliver a Company Tax Return, or the company has filed one before, a return is still needed for the dormant period: see the dormant company CT600.

VAT and PAYE: if the company will not trade again, HMRC says it must deregister for VAT within 30 days of becoming dormant, and should close its PAYE scheme if it will not restart trading this tax year. Read how to make a company dormant for each step.

Restarting trading: tell HMRC by registering for Corporation Tax again, and do not file dormant accounts for any year with significant transactions. The same guide covers restarting.

Source: Dormant for Corporation Tax

Dormant accounts deadlines and penalties at a glance

Dormant companies have the same deadlines and the same automatic penalties as any private company. Being dormant is not a successful reason for appealing a penalty. For worked dates, see when dormant accounts are due, and for appeals and payment see Companies House late filing penalties.

Source: Late filing penalties for annual accounts

Ask SimpleFilings to prepare and file them

SimpleFilings charges £4.99 to check eligibility, prepare one set of qualifying dormant accounts for one company and one accounting period, and file them after director approval. Confirmation statements, HMRC tax returns and any late filing penalties are separate.

If the records suggest a different route, ask us to review them first, or start your dormant accounts order with your company number.