How to file dormant accounts for a flat management or RTM company

By DormantFile · Updated 24 August 2026

Every block of flats with anything shared — a hallway, a roof, buildings insurance — usually has a company sitting behind it: a flat management company that owns the freehold or takes on the maintenance, or an RTM company where the leaseholders have taken over management themselves. That company is on the Companies House register like any other, and it has to file like any other, even though most of them never do anything you'd recognise as running a business.

What's different is the shape of the company, and often whether it's dormant at all. This guide covers what a flat management or RTM company actually is, what it owes Companies House and HMRC each year, the test that decides whether it's dormant, and how to get it filed.

What is a flat management company, and what's an RTM company?

A flat management company (FMC) is the company that owns the freehold of a building, or otherwise takes responsibility for its common parts, on behalf of the flat owners. It might have been set up when the building was developed, with each leaseholder given a share, or bought out later by the leaseholders themselves.

An RTM company is a specific, statutory version of the same idea. Leaseholders who exercise the Right to Manage — introduced by the Commonhold and Leasehold Reform Act 2002 — take over the management functions of a block without having to buy the freehold. The vehicle for doing that has to be a company limited by guarantee; there's no choice about it, and no other structure is permitted.

FMCs aren't legally required to take the same form, but almost all of them do, for the same reason RTM companies must: a company limited by guarantee has no shares and no shareholders. Instead it has members — usually the leaseholders — each of whom gives a nominal guarantee, typically £1, that they'd pay if the company were wound up owing money. Nobody buys in and nobody profits from a dividend; the company exists to hold the freehold and manage the building, nothing else. Companies House records this as "private limited by guarantee" rather than the ordinary "private limited by shares", and that marker is what decides how the company gets filed.

What Companies House expects every year

A flat management or RTM company is a normal company on the register, so it owes Companies House the same two annual filings as any other:

• Annual accounts, due 9 months after the accounting reference date — the company's year end as Companies House holds it. Miss it and the automatic late filing penalties apply, starting at £150.
• A confirmation statement, separately, due at least once every 12 months. It confirms the registered office, directors and members are still correctly recorded — nothing to do with the accounts, and on its own clock. See the difference between the two filings if you're not sure which is which.

For the RTM-specific version of this question, see does an RTM company need to file accounts? What differs from an ordinary trading company is what kind of accounts get filed — and that depends on whether the company is dormant.

Is a flat management or RTM company dormant?

Often, yes — but it isn't automatic, and it comes down to one question: does money that belongs to the leaseholders ever become the company's own money?

The underlying test is the same one every UK company uses: a company is dormant during a period with no significant accounting transactions, under section 1169 of the Companies Act 2006. Any transaction that has to go in the company's own accounting records breaks dormancy — there's no minimum amount, and even a penny of bank interest counts.

Where flat management and RTM companies differ from an ordinary trading company is whose money is moving. Service charges collected from leaseholders aren't the company's to spend as it pleases — under section 42 of the Landlord and Tenant Act 1987, they're held on trust for the leaseholders who paid them, and the company holds the money as trustee rather than as its own. That trust status is what keeps the money out of the company's own accounting picture, whatever account it sits in — section 42 doesn't itself require a separate account, it just lets the payee use one fund or several. In practice, most FMCs and RTM companies keep service charges in a designated trust account anyway — good practice, and the cleanest way to show the money never touches the company's own books. Held and used only to pay the building's costs on the leaseholders' behalf, it's generally not treated as a transaction of the company at all — so it doesn't touch the company's own accounting records, and it doesn't break dormancy.

That's why most flat management and RTM companies with no other activity are dormant, year after year, even though real money is moving to pay for insurance, cleaning and repairs. The company isn't the one doing the spending — the trust is.

The test only holds if the money genuinely stays out of the company's own books. If service charges are paid into the company's own bank account rather than a separate trust or client account — or the arrangement doesn't create a real separation in practice — those payments are the company's own transactions, and the company isn't dormant. It's non-trading, and the correct filing is micro-entity (FRS 105) accounts instead, which DormantFile also files.

How service charges are actually held varies by building, managing agent and freeholder history, so check your own arrangement rather than assuming. See is a flat management company dormant? for this test in more depth, what does "no significant accounting transactions" mean? for the general rule, or run the free Am I dormant? checker if you're not sure.

The HMRC side

A company limited by guarantee is within Corporation Tax scope — being limited by guarantee doesn't exempt it, the way being an LLP does. In practice, though, plenty of flat management and RTM companies never file a CT600 at all, because HMRC writes to them saying a return isn't needed. That's a real, valid letter, not an oversight — if you've had one, it governs, and you don't need a return unless HMRC changes its mind and asks for one.

If HMRC does want a return — because you've registered for Corporation Tax, or a notice to file has landed — a dormant company files a nil CT600: every figure zero, because there was nothing to report. We support filing it, but same as for any company, you enter the CT600 details yourself — your UTR, your accounting period, your Government Gateway login at submission. We don't work out whether HMRC wants a return from you — that's between you and HMRC's letter, which is always definitive — though once you've entered a period, its statutory deadline is tracked and reminded. See does a flat management company need a CT600? for the detail, or do I need to file a CT600? and what is a CT600? for the general rules.

No paper AA02 for a guarantee company

An ordinary dormant company limited by shares can use form AA02, a short paper shortcut — but it asks for called-up share capital, which a guarantee company doesn't have. AA02 isn't available to a company with no share capital to enter, any more than it is to a dormant LLP. DormantFile doesn't route around that with a workaround form — it builds the accounts document itself, with a legal-form entry that correctly says "limited by guarantee" rather than the ordinary company wording, and files it directly. For everything else DormantFile supports, see does DormantFile support companies limited by guarantee?

Filing it through DormantFile

Directors sign, exactly as they would for any other company — there's no equivalent of an LLP's designated member here. Then the year loops: the next period rolls forward automatically and reminders start again well before the deadline.

Where we stop

Honest limits, so nobody pays for the wrong thing:

• A community interest company's accounts stay out of scope, even ones limited by guarantee. Some CICs use the guarantee structure for the same not-for-distribution reasons an FMC does, but it's community-interest status, not the guarantee form, that keeps the accounts out of reach — no filing software can submit the CIC34 package Companies House requires. We do file a CIC's Company Tax Return, guarantee-shaped or not — see does DormantFile support CIC companies?
• Confirmation statements aren't something we file. We handle the accounts and the CT600; the confirmation statement is a separate filing you make yourself.
• If the company is also a registered charity, we file the Companies House and HMRC side only — Charity Commission reporting is separate, and outside what we do.
• A company with real trading activity — actual income, not just service charges passing through — needs an accountant, not a filing tool.

Key points

• Flat management companies are almost always, and RTM companies always by law, limited by guarantee — no shares, no share capital, members instead of shareholders.
• Both file annual accounts (9 months after the year end) and a confirmation statement (at least every 12 months), same as any company.
• Dormant if service charges are held on trust under section 42 of the Landlord and Tenant Act 1987 and kept out of the company's own bank account — usually via a designated trust account, which is good practice rather than a section 42 requirement; not dormant — file micro-entity accounts instead — if they run through the company's own bank account.
• Guarantee companies are within Corporation Tax scope; an HMRC letter saying no return is needed governs if you've had one, and a required return is a nil CT600 you enter yourself.
• No paper AA02 — DormantFile builds the accounts with the correct legal form and files directly. Plans start at £19/year.