If your company is not trading, it is easy to assume there is very little left to do from an accounting point of view. Dormant limited company accounts are often thought of as a formality — or not thought of at all. That assumption can cause problems.

A dormant company remains on the Companies House register, and registration alone carries obligations. You need to know whether the company genuinely qualifies as dormant, what Companies House still expects from you, and whether HMRC holds the correct Corporation Tax status. Those are three separate questions, and the answers do not always point in the same direction.

It is also worth checking the company's actual activity before filing anything. A business with no sales may still have paid expenses, received income, or carried out a transaction that changes the picture entirely.

Dormant does not simply mean the company has been quiet or made very little money. The definition depends on who is asking.

For Companies House purposes, a company is generally dormant if it has had no significant accounting transactions during the financial year. There are limited exceptions — certain Companies House fees and the initial payment for shares on incorporation do not count against you. Beyond that, you need to look at what actually happened in the accounts, not just whether the company made any sales.

HMRC applies a separate test for Corporation Tax. A newly incorporated company that has not yet started trading may be dormant for Corporation Tax, as may a company that has stopped trading and has no other taxable income. The two positions are related, but they are not the same.

There were 5,516,377 companies on the UK register at the end of June 2026, according to Companies House, with 192,287 incorporations during April to June alone. Companies constantly form, trade, go inactive, and close. Keeping the registered position accurate is an ordinary part of running a limited company, not an exceptional one.

A dormant company remains registered at Companies House, and registration does not suspend your filing duties.

You will normally still need to file annual accounts, even where the company has not traded. If the company meets the relevant conditions, you may be able to file dormant company accounts rather than the fuller accounts required from an active trading company — but the filing obligation itself remains.

You will also normally need to submit a confirmation statement. This is separate from the annual accounts. Its purpose is to confirm that the information Companies House holds about the company is correct, or to report any changes.

Confusion here is common and has real consequences. In the Companies House independent adjudicators' report for 2024 to 2025, nearly a third of the appeal cases reviewed involved dormant companies. Some directors had assumed that telling HMRC the company was dormant meant they no longer needed to file accounts with Companies House. That misunderstanding led to filings being missed or submitted late.

If you are unsure whether dormant accounts are the right approach for your company, OD Accountants can review the position and prepare the relevant filings through our dormant company accounts service.

If HMRC has already accepted that your company is dormant for Corporation Tax, you will not normally need to submit a Company Tax Return unless the company becomes active again or HMRC asks you to file one.

That said, you should still deal with any notice to file that HMRC has already issued. If HMRC has asked for a return covering a particular accounting period, do not assume you can disregard it simply because the company did not trade during that time.

Before deciding what needs to be filed, check two things: whether the company was genuinely dormant during the accounting period, and whether HMRC has issued a notice requiring a return. Those two points will generally determine what you need to do next.

The table below sets out the key ongoing requirements and whether dormancy removes them.

A company can have no sales and still have accounting activity that matters.

Before treating the company as dormant for filing purposes, check whether it issued sales invoices, received trading income, bought goods or services, paid business expenses, received other income, used its company bank account for business activity, employed anyone, or restarted any part of its trade. Even a small number of transactions may be enough to affect whether dormant accounts are the right approach.

The question is not simply whether money came in from customers. You need to look at the company's overall activity during the period.

Before filing dormant accounts, it is worth reviewing bank statements, expenses, any income received, unpaid invoices, HMRC and Companies House correspondence, payroll records, contracts entered into, and any activity connected with restarting the business. If the company has genuinely had no significant accounting transactions, the position is often straightforward. If there has been any activity, it should be reviewed before the accounts are prepared.

Keeping dormant company records organised also makes it far easier to confirm the position when the next filing deadline comes around. You should retain Companies House filings, HMRC correspondence, bank records, details of company transactions, formation documents, and records showing when trading stopped or restarted.

Once the company starts trading, its accounting and tax position changes, and there are steps to take promptly.

You will need to tell HMRC that the company has become active for Corporation Tax and begin keeping appropriate accounting records for the trading business. Those records will include income, expenses, assets, liabilities, invoices, and bank transactions. Your next set of accounts will then reflect the company's trading activity rather than a dormant position.

You do not normally make a separate Companies House notification simply because trading has restarted. Your next active accounts will reflect the change. The HMRC and Corporation Tax requirements are the ones to deal with separately and promptly.

Any accounting processes that were paused while the company was dormant should be put back in place from the date trading restarts. Keeping those processes current from the beginning of the active period avoids the problem of trying to reconstruct records later.

An accountant can help you check whether the company was genuinely dormant, which Companies House filings are due, whether HMRC holds the correct status, whether a Company Tax Return is still outstanding, and what needs to happen when the company becomes active. That gives you a clear basis for deciding what to file and when.