The New SA102 Rules for Dormant Company Directors (2025/26)
By DormantFile · Updated 6 August 2026
From the 2025/26 tax year, HMRC requires directors of close companies to declare each directorship on their personal Self Assessment return — with the company's name, registration number, dividends received, and shareholding percentage on a separate SA102 employment page per company. HMRC has confirmed, in terms, that dormant companies are not exempt: the fact that a company is dormant does not remove the obligation.
This catches a lot of people who assumed their dormant company would never appear on their personal tax return. If you file Self Assessment for any reason — a side business, rental income, the High Income Child Benefit Charge, a notice to file from HMRC — your dormant company now goes on it, even if it has never paid you a penny.
This guide covers who is affected, what the new boxes ask, and exactly what a dormant company director should enter in each one.
What changed
The Income Tax (Additional Information to be included in Returns) Regulations 2025 added mandatory questions to the SA102 employment pages from the 2025/26 tax year — the return covering 6 April 2025 to 5 April 2026, filed by 31 October 2026 on paper or 31 January 2027 online.
For each close company you were a director of during the tax year, the return must now state:
- that you were a director of the company (box 6)
- that the company is a close company (box 7)
- the company name (box 7.1)
- the Companies House registration number (box 7.2)
- the dividends you received from that company in the tax year — even if the answer is zero (box 7.3)
- the highest percentage shareholding you held in the company at any point in the tax year (box 7.4)
HMRC expects a separate SA102 page for each directorship, and estimates around 900,000 people are affected. Getting the information wrong, or leaving it out, carries a new fixed £60 penalty.
Do you have to file a Self Assessment return at all?
Here is the part that keeps this manageable: the new rules do not create an obligation to file a return. HMRC dropped its old blanket expectation that every company director files Self Assessment some years ago, and these regulations don't reinstate it.
So there are two clean cases:
- You don't currently file Self Assessment. Being a director of a dormant company still doesn't require you to. Nothing changes — no registration, no SA102, no return.
- You already file Self Assessment (self-employment, property income, untaxed income, the High Income Child Benefit Charge, or simply because HMRC sent you a notice to file). From your 2025/26 return onwards, you must add the close company disclosures for every directorship — your dormant company included.
If you are not sure whether you need to file, HMRC's criteria are about your personal income, not your directorships. The directorship alone does not tip you in.
"But my company is dormant" — why that doesn't help here
A dormant company is one with no significant accounting transactions. That status matters enormously for the company's own filings — it is what lets it file dormant accounts and a nil CT600. It is irrelevant to the SA102 question, which is about you, not the company.
The test on the SA102 is whether the company is a close company: broadly, one controlled by five or fewer participators, or by its directors. A typical dormant company — one or two directors who hold all the shares — is about as close as a company gets. Dormancy doesn't change its control structure, and HMRC has explicitly confirmed that the requirements apply to directors of dormant companies.
Unpaid directorships are caught too. There is no salary threshold and no dividend threshold: a directorship with nothing flowing from it still gets its own SA102 page, filled with zeros where zeros are true.
Box by box for a dormant company
For a genuinely dormant company, the new boxes are quick — but they reward precision:
- Box 6 — director. Tick if you were a director at any point in the tax year, even for part of it.
- Box 7 — close company. For a typical owner-managed dormant company, tick yes.
- Box 7.1 — company name. Use the exact registered name as it appears at Companies House, not a trading name or abbreviation.
- Box 7.2 — registration number. The 8-character company number from the register (leading zeros included).
- Box 7.3 — dividends from this company. For a company that was dormant throughout the year, this is 0. Enter the zero — a blank box is not the same as a zero and can be treated as missing information. And the zero should be true by definition: paying a dividend is a significant accounting transaction, so a company that paid one wasn't dormant.
- Box 7.4 — highest shareholding percentage. Your largest percentage holding at any point in the year, measured by the nominal value of the shares, not their market value. A sole shareholder enters 100. A 50/50 company enters 50. A director who holds no shares at all enters 0 — again, as an actual zero.
One directorship, one page. If you direct several companies — say a dormant company plus the company you trade through — each one gets its own SA102 with its own set of answers.
The penalty
The regulations attach a fixed £60 penalty for missing or incorrect information. It is not life-changing money, but it is a pointless thing to pay for leaving a box blank on a company that has nothing to report — and an incorrect return is never a good look if HMRC ever wants a closer conversation.
The practical rule: zeros are answers. Enter them.
What this does not change
The company's own filings are exactly as they were. A dormant company still files dormant accounts with Companies House every year, still files a nil CT600 if HMRC requires one, and still has its own deadlines — none of which have anything to do with the 31 January Self Assessment date.
The SA102 disclosure is a personal obligation that sits alongside the company's obligations. Two calendars, two sets of filings. The new rules simply mean the two now mention each other.
Where to find the details the form asks for
Everything box 7.1 and 7.2 want is public: the exact registered name and company number are on the Companies House register, and if you file with DormantFile they are on your dashboard and every filing receipt. The dividend figure for a dormant company is zero, and the shareholding percentage is whatever your share register says — for most single-director companies, 100.
DormantFile handles the company's side of the fence — the dormant accounts and the nil CT600, filed and monitored from £19/year (see how it works). Self Assessment is personal tax and stays yours (or your accountant's), but when the SA102 asks about your dormant company, the right answers take about thirty seconds: name, number, zero, and your percentage.