What is a dormant company?

A dormant company is one that has had no "significant accounting transactions" during the financial year. Significant transactions are anything other than: payment for shares on incorporation, Companies House filing fees, and late filing penalties. A company with no revenue, no expenses, no employees, and no active trading qualifies as dormant.

What do dormant company accounts show?

Dormant accounts show almost nothing. They contain a simplified balance sheet (usually just share capital and net assets of £1 to £100) and a statement that the company was dormant throughout the period. There is no profit and loss statement, no turnover figure, no breakdown of assets or liabilities. This is the minimum disclosure permitted by law.

Can a company file dormant accounts if it is trading?

No. A company that is actively trading (issuing invoices, receiving payments, employing staff, paying rent) cannot legitimately file dormant accounts. However, enforcement is weak: Companies House does not verify dormant status, and HMRC only checks if a corporation tax return contradicts the filing. Some companies abuse this to hide financial information from creditors.

What should I do if a company I trade with files dormant accounts?

If a company is invoicing you, supplying goods, or providing services, it is by definition NOT dormant. Filing dormant accounts while actively trading is either fraudulent filing or a sign the company has poor governance. In either case: (a) request management accounts directly from the company, (b) demand payment upfront rather than extending credit, (c) check other risk signals (director history, gazette notices, charges).

Does a dormant company need to file accounts?

Yes. Even dormant companies must file accounts with Companies House every year. They can use the simplified dormant company accounts format (form AA02 for small/micro companies) but they cannot skip filing entirely. If a dormant company fails to file, it will receive the same late filing penalties as any other company and may be struck off the register.

Why would a director keep a dormant company on the register?

Common reasons include: protecting a company name for future use, holding assets (property or IP) without active trading, maintaining a corporate vehicle for a future project, or keeping an established company number and incorporation date for credibility. Less legitimate reasons include: parking a company between liquidations (phoenix activity), holding charges or guarantees that benefit related active companies, or maintaining a structure that obscures beneficial ownership.

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Companies House Filing

Dormant Company Accounts: What They Mean and Why Creditors Should Care

When a UK company files dormant accounts, it discloses almost nothing: no revenue, no expenses, no assets breakdown. If a company you trade with has filed dormant accounts, that is either legitimate (no trading) or a serious red flag (hiding financial information while actively trading).

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What makes a company dormant

Under the Companies Act 2006 (section 1169), a company is dormant if it has had no “significant accounting transactions” during the financial year. The only transactions that do not count are:

·Payment for subscriber shares on incorporation
·Companies House filing fees (confirmation statement, late filing penalty)
·Late filing penalties (ironically)

Anything else counts: a single invoice raised, a bank fee, an interest payment, rent, payroll. If the company has done any of these, it is not dormant.

What dormant accounts reveal (and what they hide)

What you CAN see

Share capital (usually £1 to £100)
Net assets figure (one number)
Director names and appointments
Registered office address
That the company claims dormant status

What is HIDDEN

Revenue and turnover
Profit or loss
Creditor and debtor balances
Cash at bank
Loans, charges, and security
Employee numbers
Going concern warnings

Red flags: when dormant accounts mean trouble

A legitimately dormant company is not a risk to you because it is not trading with you. The concern arises when a company that IS actively trading files dormant accounts. Watch for these patterns:

Company is invoicing you but files dormant accounts

This is a contradiction. A company that issues invoices has significant accounting transactions by definition. It is either filing incorrectly or fraudulently.

Company switched from full accounts to dormant accounts

If a previously active company suddenly files dormant accounts, the directors may have deliberately stopped trading through this entity and started a new one (phoenix pattern), or they are concealing financial deterioration.

Director runs multiple companies, some dormant and some active

A network of companies where some are dormant and some are active, all controlled by the same director, can indicate asset-shifting between entities. Revenue flows into the active company, assets sit in the dormant one (protected from creditors of the active company).

What to do if a company you trade with files dormant accounts

Ask yourself whether this makes sense. Is this company actively selling to you, employing staff, or operating from premises? If yes, dormant accounts are wrong.
Request management accounts directly. If the company wants your business, ask for recent management accounts, a bank reference, or a trade reference. A legitimate company will provide them.
Demand payment upfront. Without any financial disclosure to assess creditworthiness, do not extend trade credit. Insist on payment before delivery or on delivery.
Check the director network. Look at the director's other companies. If they have a history of dissolved companies or multiple dormant/active entity pairs, the pattern is concerning.
Run a full risk check. Dormant accounts hide the numbers, but other signals (gazette notices, charges, CCJs, HMRC defaults) are still visible. Cross-reference everything.

Dormant accounts hide the numbers. RecoupIQ shows you everything else.

When a company files dormant accounts, you cannot see its financials. But you can still see gazette notices, director track records across all their companies, charges register, HMRC defaults, and 72 ML risk signals from 12 data sources. One search, £29, no subscription.

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For directors: filing dormant accounts correctly

If your company is genuinely dormant, filing is straightforward:

1.Log in to Companies House WebFiling
2.Select “File dormant company accounts”
3.Confirm the balance sheet date and that no significant transactions occurred
4.Submit (no fee for dormant accounts filed online)

You must also tell HMRC the company is dormant (form CT600 or letter) to avoid corporation tax filing requirements. If the company later starts trading again, you must file full accounts for the next period.

Related guides

Monitor dormant companies for activity

A dormant company that suddenly starts filing again (or stops filing entirely) is a signal worth catching. RecoupIQ monitoring (from £19.99/mo) alerts you within 24 hours of any change: new filings, status changes, director appointments, or gazette notices. Available via the web dashboard or the Microsoft 365 Trust Check app (per-seat for teams). RecoupIQ is a Microsoft partner.

See monitoring plans

Last reviewed: July 2026. General information for UK businesses. Not legal advice. RecoupIQ Ltd, Company No. 16947526, ICO ZC077511. Microsoft Partner.

Check

Companies House Filing

Dormant Company Accounts: What They Mean and Why Creditors Should Care

litoon dev / Unsplash

Check a company now

Enter a company name or number. See accounts type, filing status, risk signals, and director history instantly.

What makes a company dormant

Under the Companies Act 2006 (section 1169), a company is dormant if it has had no “significant accounting transactions” during the financial year. The only transactions that do not count are:

·Payment for subscriber shares on incorporation
·Companies House filing fees (confirmation statement, late filing penalty)
·Late filing penalties (ironically)

Anything else counts: a single invoice raised, a bank fee, an interest payment, rent, payroll. If the company has done any of these, it is not dormant.

What dormant accounts reveal (and what they hide)

What you CAN see

Share capital (usually £1 to £100)
Net assets figure (one number)
Director names and appointments
Registered office address
That the company claims dormant status

What is HIDDEN

Revenue and turnover
Profit or loss
Creditor and debtor balances
Cash at bank
Loans, charges, and security
Employee numbers
Going concern warnings

Red flags: when dormant accounts mean trouble

A legitimately dormant company is not a risk to you because it is not trading with you. The concern arises when a company that IS actively trading files dormant accounts. Watch for these patterns:

Company is invoicing you but files dormant accounts

This is a contradiction. A company that issues invoices has significant accounting transactions by definition. It is either filing incorrectly or fraudulently.

Company switched from full accounts to dormant accounts

Director runs multiple companies, some dormant and some active

What to do if a company you trade with files dormant accounts

Ask yourself whether this makes sense. Is this company actively selling to you, employing staff, or operating from premises? If yes, dormant accounts are wrong.
Request management accounts directly. If the company wants your business, ask for recent management accounts, a bank reference, or a trade reference. A legitimate company will provide them.
Demand payment upfront. Without any financial disclosure to assess creditworthiness, do not extend trade credit. Insist on payment before delivery or on delivery.
Check the director network. Look at the director's other companies. If they have a history of dissolved companies or multiple dormant/active entity pairs, the pattern is concerning.
Run a full risk check. Dormant accounts hide the numbers, but other signals (gazette notices, charges, CCJs, HMRC defaults) are still visible. Cross-reference everything.

Dormant accounts hide the numbers. RecoupIQ shows you everything else.

Check a company now

For directors: filing dormant accounts correctly

If your company is genuinely dormant, filing is straightforward:

1.Log in to Companies House WebFiling
2.Select “File dormant company accounts”
3.Confirm the balance sheet date and that no significant transactions occurred
4.Submit (no fee for dormant accounts filed online)

Related guides

Monitor dormant companies for activity

See monitoring plans

Last reviewed: July 2026. General information for UK businesses. Not legal advice. RecoupIQ Ltd, Company No. 16947526, ICO ZC077511. Microsoft Partner.