Audit1This article is general information about public company records. Audit1 is not a statutory audit, a regulated assurance engagement or a substitute for professional verification.
Dormant companies turn up regularly when you read public company records. The word suggests nothing is happening, but the rules are more specific than that. This Q&A draws on GOV.UK’s guidance on being dormant for Companies House.
What does “dormant” mean for Companies House?
GOV.UK says Companies House treats a company as dormant if it has had no significant transactions in the financial year. The question is about the accounting record of the company, not whether anyone is interested in it.
What does not count as a significant transaction?
GOV.UK lists some items that are excluded: filing fees paid to Companies House, penalties for late filing of accounts, and money paid for shares when the company was incorporated. A company can therefore pay these and still be dormant for Companies House purposes.
Does a dormant company still have to file?
Yes. GOV.UK says a dormant company must still submit its confirmation statement and its annual accounts to Companies House. If the company is also small, it can file dormant accounts instead of full accounts and does not need an auditor’s report. Being dormant is not a way of leaving filings behind.
What happens when a company starts trading again?
GOV.UK says you do not have to notify Companies House when you restart trading. Instead, the next set of non-dormant accounts that you file will show that your company is no longer dormant. In other words, the register learns of the change through the accounts, not through a separate announcement.
What can a dormant record tell you?
It can show that, according to the accounts filed, the company had no significant transactions in the period. That is a statement about the filed accounts. It is not a check that the filed information is correct, and it does not say anything about the company’s plans or what it may do next.
What can it not tell you?
A dormant label is not an endorsement or a warning. It does not confirm who controls the company, whether its details are up to date or whether it owes anything elsewhere. Those questions need other records and, where it matters, professional advice.
A sensible way to read it
Treat the dormant label as one data point. Note the date of the latest accounts, the date of the latest confirmation statement and whether anything has been filed since. Write down what you saw and when you saw it, because registers change. If a decision depends on the answer, ask a qualified professional to verify it.