Is my property SPV a dormant company?

By DormantFile · Updated 29 August 2026

Yes, while nothing has gone through it — and most landlords have at least one SPV in exactly that state: incorporated for a purchase that hasn't completed, held ready for the next deal, or emptied out after a sale. An SPV is an ordinary private limited company with a property SIC code. There is no special "SPV" status in company law, so the dormancy test is the same one every company gets.

The test is transactions, not the SIC code. Under section 1169 of the Companies Act 2006, a company is dormant for a financial year if it has no significant accounting transactions in it. Having 68100 or 68209 as your SIC code says what the company is for; it doesn't put anything in the books. An SPV registered for property letting that hasn't yet let any property is dormant.

An SPV is in one of three positions:

• Waiting for its first purchase. Incorporated, perhaps with a bank account opened for the lender, but no money in and nothing paid out. Dormant — as long as it stays that way to the year end. The trap is the deposit: transfer your own money into the SPV's account ahead of completion and that is a director's loan, a recordable transaction, and the year is no longer dormant. Keep the deposit, survey and legal costs in your own name until completion, and don't reimburse yourself from the company afterwards.
• Owning a property. Not dormant, from the day of completion. Rent, mortgage interest, insurance, letting fees — every one is a transaction, and the company has income HMRC will want a proper return on. That company needs real accounts and a real CT600, which is accountant or accounting-software territory. DormantFile only files for dormant and non-trading companies, so it isn't the tool for this one.
• Between deals. Sold its only property, cash paid out or the account closed. The year of the sale isn't dormant — the sale, the mortgage redemption and the payout are all transactions. The following year can be, provided the account is empty or closed, no interest is credited and nothing else moves. Bank interest on leftover cash is the classic way this fails: pennies of interest are enough to break dormancy for the whole year.

Each SPV is judged on its own transactions. A landlord with one trading SPV and two empty ones has two dormant companies, and the trading one doesn't change that. What does spread between them is money: lend cash from one SPV to another and both have a transaction.

What a dormant SPV has to file

The same three things as any dormant company, each on its own dates:

• Dormant accounts to Companies House, due 9 months after its accounting reference date — or, for a new SPV's first set, 21 months from incorporation. Lenders pull every company you're a director of, so a shelf SPV with overdue accounts costs more than the £150 penalty: see how a dormant company affects your mortgage.
• A confirmation statement, at least every 12 months, £50 online — dormant or not.
• A nil CT600 to HMRC, if HMRC has asked for one. HMRC opens a Corporation Tax record for every new company. If it has issued a notice to deliver a return for a period, that return is due even though every figure in it is zero. If you've told HMRC the SPV is dormant and it has agreed, nothing is due until it asks again. The free CT600 checker tells you which position a company is in.

DormantFile files the accounts and any nil CT600 for every dormant SPV you hold, from one dashboard, and tracks all three deadlines for each. Plans are priced by how many companies you manage — £19 a year for one, £39 for up to ten — so the empty SPVs stay on the plan and the one that completes on a property goes to your accountant. If your SPVs sit under a holding company, see what a holding company with dormant subsidiaries has to file; for the full per-company checklist, see I have three dormant companies — what do I file?

Not sure which side of the line a company is on? The free Am I dormant? checker asks the eight questions that decide it.

Read the full guide: Dormant vs non-trading company: what is the difference?