What is a dormant company?
The transaction test Companies House actually applies, what breaks dormancy, and what a dormant company still has to file every year.
By PromptFiling · Published · Reviewed
The definition that decides your filings
A company is dormant for Companies House if it has no 'significant accounting transactions' during the financial period — no entries in its accounting records beyond a short ignored list. That list is: the subscriber shares taken on formation, fees paid to Companies House for a change of name, re-registration or a confirmation statement, and a late-filing penalty. It is a records test, not a 'did we do any business' test, and it is stricter than most people assume.
What breaks dormancy
One bank charge breaks it. So does interest received, an accountancy fee paid from the company's account, an insurance premium, a domain renewal on the company card. The transaction does not need to relate to trading — it needs only to appear in the company's accounting records. Official guidance recognises one practical workaround: a cost paid personally by a director, with no right of reimbursement, never enters the company's records and so does not break dormancy.
Dormant vs non-trading — not the same thing
'Non-trading' has no statutory meaning at Companies House. A company can stop trading and still pay bank charges: not trading, yet not dormant, so it files micro-entity accounts rather than dormant ones. Dormant is the narrower state. If you are choosing what to file, the question is never 'are we trading?' — it is 'did anything hit the accounting records this period?'.
What a dormant company still must do
Every year: annual accounts (dormant ones — a balance sheet with statements, no profit and loss) due 9 months after the year end, and a confirmation statement with its £50 fee. On top of that, the register must be kept current — registered office, officers, PSCs — and since ECCTA, the company's directors are subject to identity verification like everyone else's. Dormancy changes the CONTENT of the accounts, not the calendar.
Dormant for HMRC is a different test
HMRC asks about activity and income; Companies House asks about recorded transactions. A company can be dormant for one and not the other, and the consequences run on separate tracks — accounts to Companies House, Corporation Tax notices from HMRC. The differences and the safe order of operations have their own guide: 'Dormant for Companies House vs dormant for HMRC'.
Official sources
Sources checked .
Guidance, not advice. Reviewed against gov.uk and legislation.gov.uk sources.