What is a Dormant Company? A Quick Guide

What is a dormant company

If your company is closed or have become obsolete, it doesn’t mean that it is dormant. Confused? Read on this blog till the end to learn what is a dormant company according to HMRC and Companies House, why a company may be dormant and can your dormant company trade? Let’s have a quick read!


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What is a Dormant Company?

A company is classified as dormant when it is not carrying out any trading activity or receiving any income in a financial year or since it is incorporated. Bear in mind that dormant Companies must be registered with Companies House.

HMRC takes dormant companies inactive for Corporation Tax. A company can be dormant right after incorporation or it can be dormant after doing its business activities for some time.


Dormant According to HMRC for Corporation Tax

HMRC define a company dormant for corporation tax if:

  • a company has ceased its trading activities and do not earn income from any other source (e.g. investment)
  • it is a new company that hasn’t started trading
  • it is an unincorporated association/club that owes corporation tax below £100
  • is a flat management company

HMRC will inform you via a letter that they have started treating your company or association dormant. Thus, you don’t need to pay corporation tax or file company tax returns.


Dormant According to Companies House

According to Companies House, if your company has no significant transaction in a financial year it will be dormant. These transactions do not include:

  • Penalties for late filings of accounts
  • Filing fees paid to Companies House
  • Money paid for shares at the time of incorporation

You are not required to inform companies House that you have restarted trading as the next set of non-dormant accounts you file will show your active status.

Even if your company is dormant as per Companies House or for corporation tax, you are still required to file your confirmation statement and annual accounts. However, if you are a small company and dormant according to Companies House you can file dormant accounts without including the auditor’s report with them.


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Reasons to Make Your Company Dormant

You may dormant your company for the following reasons:


Reasons to make a Dormant Ccmpany


  • To protect a company name before starting a business
  • To stop doing business for some time
  • To restructure a business that is already active
  • To hold a freehold property for avoiding a change in Land Registry entry each time


Can My Dormant Company Trade?

The quick answer is no. It can’t perform any of the business activities or earn any income, including:

  • doing investments and receiving dividend payments
  • issuing dividends to the shareholders of the comapny
  • paying any fees from the business bank account
  • trading goods and services
  • leasing or buying property
  • earning interest or paying bank charges
  • employing staff
  • paying directors’ salaries

If any of the above-mentioned activities are performed by a dormant company, it will lose its dormancy status. For this reason, it is required to prepare annual accounts.


Quick Sum Up

So there you have a quick guide on what is a dormant company. If you want to make your company dormant, you just have to inform HMRC about your company’s dormancy status right after three weeks of your company’s incorporation. Upon changing your company status from dormant to active, here again, you need to inform HMRC. If your company was registered for corporation tax previously before dormancy, you can change its status via the company’s government gateway.


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Disclaimer: This blog is written for general information about the topic.

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