Dormant Company Accounts: UK 2026/27 Filing Rules

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Table of Contents

The Definition of "Dormant": A Tale of Two Regulators
- 1. The Companies House Definition
- 2. The HMRC Definition (for Corporation Tax)
Filing Obligations and Exemptions
- Companies House Requirements
- HMRC Requirements
Special Case: The Dormant Subsidiary Exemption
How dormant companies file accounts in 2026
HMRC joint filing service closed
Software-only Companies House accounts from April 2028
Dormant does not mean filing-free
Transactions that can break dormancy
2026/27 dormant-company checklist
Current official guidance

A company that is not trading is not free from its statutory responsibilities. Even a dormant company must meet certain filing obligations to remain in good standing. However, the law provides for a significantly simplified process for these entities. Advising clients correctly requires a clear understanding of the two distinct definitions of “dormant” used by Companies House and HMRC, and the specific filing requirements of each.

The Definition of “Dormant”: A Tale of Two Regulators

One of the most common points of confusion is that Companies House and HMRC apply different tests to determine if a company is dormant. A company can be dormant for one authority but active for the other.

1. The Companies House Definition

For the purposes of the Companies Act, the definition is strictly transactional. A company is dormant during any period in which it has had no “significant accounting transactions”.

A “significant accounting transaction” is any transaction that must be entered into the company’s accounting records. The Companies Act 2006 provides a very narrow list of transactions that are specifically excluded and therefore do not break the company’s dormant status:

Allowed Transactions (Do Not Break Dormancy)	Disallowed Transactions (Break Dormancy)
Payment for shares taken by subscribers upon incorporation.	Receiving income from trade or investments.
Fees paid to the Registrar of Companies (e.g., for filing a confirmation statement or changing the company name).	Paying staff salaries or director’s fees.
Penalties paid to Companies House for late filing of accounts.	Paying for any goods or services.
	Receiving bank interest or incurring bank charges.

Any transaction not on the allowed list, no matter how small, will render the company “active” for Companies House purposes for that accounting period.

2. The HMRC Definition (for Corporation Tax)

HMRC takes a broader, activity-based view. A company is considered dormant for Corporation Tax if it is not trading and has no other sources of income, such as investment income.

HMRC’s definition can be more lenient than that of Companies House. For example, a company that only has to pay a bank charge might become active for Companies House but could still be considered dormant by HMRC if it is not carrying on any business activity. A company is generally dormant for Corporation Tax if it has:

Stopped trading and has no other income.
Been newly incorporated and has not yet started to trade.
Assets that are unlikely to produce profits, income, or gains in the near future.

Filing Obligations and Exemptions

While a dormant company’s administrative burden is reduced, it is not eliminated.

Companies House Requirements

A dormant company must still fulfil its filing duties with Companies House. However, it benefits from significant simplifications.

Filing Dormant Company Accounts: The company must still file annual accounts. These are a highly simplified version of full accounts and essentially confirm the company had no significant transactions.
Audit Exemption: A company that has been dormant since its formation, or since the end of the previous financial year, is exempt from the requirement to have its accounts audited. This is a key benefit.
Excluded Companies: Certain companies are not entitled to the dormant company audit exemption, even if they meet the dormancy criteria. These include traded companies, banking and insurance companies, and e-money issuers.

HMRC Requirements

If a company is dormant according to HMRC’s definition and has no Corporation Tax liability, HMRC will not typically require it to file a Company Tax Return (CT600). However, if HMRC sends a notice to file a return, the company must respond.

The company must notify HMRC if it starts trading again or receives any income that may be chargeable to Corporation Tax.

Special Case: The Dormant Subsidiary Exemption

The Companies Act 2006 provides valuable exemptions for subsidiary companies that have been dormant throughout a financial year.

A qualifying dormant subsidiary can be exempt from:

Preparing individual accounts (s.394A CA 2006)..
Filing individual accounts with Companies House (s.448A CA 2006)..

These exemptions are subject to strict conditions, including:

The parent undertaking must be established in the UK.
All members of the subsidiary must agree to the exemption.
The parent undertaking must provide a statutory guarantee of the subsidiary’s liabilities.
The subsidiary must be included in the parent’s consolidated accounts, which must disclose that the exemption is being taken.

Certain types of companies, such as traded companies and those in the financial services sector, are excluded from this exemption.

For further detailed guidance, you should refer to the Companies Act 2006, particularly sections 480 and 1169, and HMRC’s COTAX Manual at COM1040.

How dormant companies file accounts in 2026

All limited companies must deliver accounts to Companies House, including dormant and non-trading companies. In 2026 the available route depends on the company and accounts type:

a company that has never traded may be able to file dormant accounts through WebFiling;
eligible micro-entity, abridged or small-company accounts can use supported Companies House online services;
commercial software can file dormant and other account types;
some subsidiary, group, CIC and package accounts require suitable software and the package-account route;
paper remains available for permitted accounts until the software-only change takes effect.

The simplified AA02 dormant accounts service has strict eligibility conditions. It is not suitable merely because a company had no sales; confirm that the company has never traded and meets all form conditions.

HMRC joint filing service closed

The HMRC service that jointly filed company accounts and the Company Tax Return closed on 31 March 2026. From 1 April 2026, a company required to submit a CT600 normally uses commercial software to file with HMRC. A paper Company Tax Return is generally accepted only where there is a reasonable excuse or the return is filed in Welsh.

This does not mean every Companies House-dormant company needs a CT600. HMRC can treat a company as dormant for Corporation Tax and remove the filing requirement, but only after HMRC is told and confirms the position. A notice to deliver a return must be answered or formally withdrawn.

Software-only Companies House accounts from April 2028

Companies House has confirmed that mandatory commercial-software filing of annual accounts will begin on 1 April 2028, not April 2027. Accounts will be filed in iXBRL format. Web and paper accounts-filing routes will close from that date, including for companies that currently file dormant accounts themselves.

Companies should use 2026/27 to confirm that their software supports the exact accounts type, create any required presenter account and preserve the company authentication code. Companies House WebFiling will continue for non-accounts filings such as confirmation statements.

Dormant does not mean filing-free

Obligation	Dormant company position
Annual Companies House accounts	Still required unless a specific dormant-subsidiary exemption applies
Confirmation statement	Required at least annually
Corporation Tax return	Not normally required once HMRC accepts dormancy, unless HMRC issues a notice or activity resumes
Company records	Must be maintained
Identity verification	Directors and PSCs remain within Companies House verification requirements

Transactions that can break dormancy

Review bank and ledger activity for interest, trading receipts, investment income, asset purchases, professional costs and intercompany charges. For Companies House purposes, permitted transactions are narrowly defined and include subscriber-share payments and certain Companies House fees and late-filing penalties. Ordinary bank charges or accountancy fees can be significant accounting transactions even if HMRC still considers the company inactive for Corporation Tax purposes.