How to file dormant company accounts

What dormant accounts are

Dormant company accounts are the simplest statutory filing there is: a balance sheet — typically share capital and perhaps one debtor — with a statement that the company was dormant throughout the period. No profit and loss account, no directors' report, no audit (dormant companies are exempt if they have been dormant since formation, or since the previous year end while qualifying for the small companies regime).

Who qualifies as dormant

For Companies House, dormant means no significant accounting transactions in the period. The ignored list is short: subscriber shares on formation, registrar fees for a change of name, re-registration or a confirmation statement, and a late-filing penalty. A single bank charge or accountancy fee paid from the company's own account breaks dormancy — in that case you need non-dormant accounts, using the micro-entity regime only if the company qualifies. One practical workaround recognised in official guidance: a fee paid personally by a director, with no right of reimbursement, does not appear in the company's records.

The deadline and the penalty

Dormant accounts are due 9 months after the accounting reference date, exactly like any private company's accounts (first accounts: up to 21 months from incorporation). The late-filing penalty starts at £150 and rises through £375 and £750 to £1,500 past six months — and it doubles if you were also late the previous year. The confirmation statement is a separate annual filing with its own date.

The three ways to file in 2026

Until 1 April 2028 you can file dormant accounts free through Companies House WebFiling; the paper form AA02 exists but only covers companies that have never traded and are limited by shares; or you can use filing software or a filing service — software becomes the only route from 1 April 2028, when the web and paper accounts channels close. Whichever route you use, you need the company's 6-character authentication code: it is the legal signature.

Nobody has to pay to file dormant accounts before April 2028, and this page says so because the free route is real. What a service buys is the preparation, the eligibility check and the follow-through — the parts that go wrong at the last minute.

A worked example: the £1 balance sheet

For a never-traded company with one £1 subscriber share, the entire accounts read: called up share capital not paid, £1 (the asset — the shareholder still owes the company for the share); net assets, £1; capital and reserves — called up share capital, £1. Add the statutory statements (audit exemption under section 480, members' rights under section 476, directors' responsibilities, small companies regime), the approval date and the signing director's name, and the document is complete. This exact layout, generated by our software for a real company, passes the Companies House validator: 'meets the iXBRL specification and business validation rules'. People searching for a 'template' are searching for the paragraph you just read — there is nothing more to it.

The HMRC side, briefly

Dormant for Companies House and dormant for HMRC are different tests. If HMRC has sent a notice to deliver a Company Tax Return, that return is still owed even for a dormant period — no mechanism exists for HMRC to withdraw a served notice. Tell HMRC the company is dormant so future notices stop, and treat any notice you already hold as a filing obligation.

Before you start: what you need in hand

Dormant accounts take minutes once these five things are on the desk, and days when one of them is missing — the authentication code in particular arrives by post.

1. The company number and the exact registered name (both on the public register).
2. The company authentication code — 6 characters, posted to the registered office; if nobody can find it, request a reminder today because it takes up to 10 working days.
3. The accounting reference date and the period the accounts cover (the register shows both, and the checker shows the deadline).
4. The share capital: how many shares, at what nominal value, and whether the subscriber has paid for them — this is the whole balance sheet.
5. An honest answer to the transaction question: did anything other than subscriber shares, registrar fees or a late-filing penalty hit the company's records in the period? If yes, the company is not dormant for that period.
6. A director to approve and sign — the balance sheet must carry the signing director's printed name.

Official sources

• GOV.UK — Dormant companies and Companies House
• GOV.UK — Prepare annual accounts for a private company
• GOV.UK — File your company accounts

Sources checked 28 August 2026.