What does 'no significant accounting transactions' mean?

By Ben Davies · Updated 26 September 2026

The phrase "no significant accounting transactions" comes from section 1169 of the Companies Act 2006. It is the test that determines whether a company is dormant under the Companies Act. If your company has had no significant accounting transactions during a period, it is dormant for that period.

What counts as significant?

A significant accounting transaction is any transaction that must be entered in the company's accounting records. This includes:

• Receiving money — any money into the company bank account
• Making payments — any money out, no matter how small
• Issuing invoices — even if unpaid
• Buying or selling anything — goods, services, or assets

There is no minimum amount — a single penny of income or expenditure counts. Nor does money have to move: an entry such as depreciation, or writing off a debt, has to go in the accounting records too.

What does not count?

The Companies Act disregards the shares taken at formation and exactly four payments:

• Shares taken by subscribers on formation — the initial share capital paid when the company was incorporated (typically £1)
• The confirmation statement fee
• A change-of-name fee
• A re-registration fee
• The penalty for filing accounts late — the late filing penalty charged under section 453

Everything else is significant. That includes other Companies House fees, such as the strike-off fee or the fee for registering a charge, and Companies House's newer fines, such as one for a late confirmation statement.

Common edge cases

These are the situations that catch directors out:

• Bank interest — even a tiny amount of interest earned on the company bank account counts. Your company is not dormant for that period. This is the most common tripwire.
• Director loans — money lent to or from a director counts as a significant transaction. A loan balance left over from earlier years, with nothing paid in or out this year and no interest added, is different: it just sits on the balance sheet, and the company can still be dormant. See can a dormant company have assets and liabilities?
• A fee you pay and are paid back — if you pay the confirmation statement fee personally and don't want it back, it needn't go in the company's books. If the company repays you, that repayment is a payment to you, not to Companies House, so it may not be covered.
• Paying for a registered office service — if the company itself pays, that counts. If you pay personally, the company stays dormant only if the service is in your own name and the company never owes you for it or pays you back.
• Bank charges — fees deducted by the bank are a payment out and count as significant.
• Depreciation and write-offs — depreciating equipment, writing down an investment or writing off a debt is an accounting entry, and is generally treated as ending dormancy for that year.

What to do if you are unsure

If your company has had any financial activity beyond the disregarded items above, it is not dormant and you should not file dormant accounts. Check your bank statements carefully before filing.

• Full definition: What does 'dormant' mean under the Companies Act?
• How to check: How to check if your company is dormant
• Free tool: Am I dormant? checker — eight questions, instant verdict for both HMRC and Companies House.