What does 'no significant accounting transactions' mean?
By DormantFile · Updated 28 March 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.
What does not count?
The Companies Act excludes two specific types of transaction:
- Shares taken by subscribers on formation — the initial share capital paid when the company was incorporated (typically £1)
- Fees paid to Companies House — such as the incorporation fee, the confirmation statement fee, or the accounts filing fee
These are the only exceptions. Everything else is significant.
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.
- Paying for a registered office service — if the company itself pays (rather than the director paying personally), that counts.
- Bank charges — fees deducted by the bank are a payment out and count as significant.
What to do if you are unsure
If your company has had any financial activity beyond the two exceptions 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.