What does a holding company with dormant subsidiaries have to file?

By Ben Davies · Updated 5 October 2026

Each company files for itself. Companies House has no group return and HMRC has no group CT600: a holding company with three dormant subsidiaries is four companies on the register, each with its own accounts, its own confirmation statement (the yearly check that the company's details on the register are right) and its own Corporation Tax record. Being in a group changes nothing about the deadlines. It only changes which kind of accounts each company can file.

The dormant subsidiaries are the straightforward part. A subsidiary that was set up and then did nothing — no trade, no bank movements, no management charges from the parent, no intercompany loan in or out — has had no significant accounting transactions and is dormant under section 1169. The parent paying for the subsidiary's subscriber shares doesn't count against the subsidiary: the law disregards shares taken at formation. So each dormant subsidiary files:

• Dormant accounts to Companies House, 9 months after its own accounting reference date.
• A confirmation statement, at least every 12 months, £50 online per company.
• A nil CT600 to HMRC for any period HMRC sends a notice to deliver a return for. No notice, no return. Check each subsidiary separately: one getting a notice, or not, says nothing about the others.

The holding company never has a nil balance sheet: it carries its investment in the subsidiaries, a fixed asset. That alone doesn't stop it being dormant. Holding shares isn't a transaction, so a parent with no dividend in, no management fee, no loan to or from a subsidiary, no write-down of what its subsidiaries are worth and nothing through its bank account all year is dormant too, and its dormant accounts show the investment, unchanged from last year. It can file those dormant accounts, without an audit, only if the group is small enough that the parent doesn't have to prepare group accounts, and no company in the group is listed, a bank or an insurer. DormantFile files dormant accounts for the parent that sat still, investment and all, as well as for each dormant subsidiary. A parent with income is different. If it receives a dividend from a trading subsidiary or charges a management fee, it files micro-entity or small-company accounts that report that income, and a CT600 with figures in it rather than a nil one. DormantFile files neither, so that parent's filings are a job for your accountant.

The two things that quietly break a subsidiary's dormancy

• Intercompany balances. Lend a subsidiary £1,000 "for later", or have it pay a bill the parent reimburses, and both companies have a transaction. Money that moves inside a group is still money moving.
• Group costs. A subsidiary paying its own £50 confirmation statement fee doesn't break its dormancy: section 1169 disregards that fee. The trouble is what travels with it. A bank charge on the subsidiary's own account is a transaction. So is the parent paying a subsidiary's costs: the money leaves the parent's account, so the parent has a transaction whether or not it recharges, and a recharge puts an intercompany balance in the subsidiary's books too. If the parent is meant to stay dormant as well, each company pays its own fee — or you pay personally and don't ask for it back. See the accidentally trading trap.

Can the subsidiaries skip accounts altogether?

There is a statutory exemption — sections 394A and 448A of the Companies Act 2006 — under which a dormant subsidiary doesn't have to prepare or file its own accounts. The price is steep for a small group: every shareholder has to agree, the parent has to guarantee all the subsidiary's liabilities for that year (form AA06), and the parent has to file consolidated group accounts that include the subsidiary. Most small groups find that a set of dormant accounts, which takes about two minutes per company, is cheaper and simpler — and it keeps the parent out of consolidated accounts entirely.

A tax point worth knowing

For the small profits rate, the £50,000 and £250,000 thresholds are shared between a company and its associated companies — but a company that carried on no trade or business in the period is left out of the count. Dormant subsidiaries therefore don't dilute a trading company's thresholds. Your accountant handles this on the trading company's return; it is one more reason not to let a dormant subsidiary drift into "a bit of activity".

Each dormant company in the group sits on one DormantFile dashboard with its own deadlines, reminders and register watch; the Multiple plan covers up to ten companies for £39 a year. A parent with income stays with your accountant. If the subsidiaries are property SPVs, see is my property SPV a dormant company? For the per-company checklist, see I have three dormant companies — what do I file?

Read the full guide: Managing multiple dormant companies