Am I dormant?
Eight short questions. ‘Dormant’ means one thing to Companies House and another to HMRC — we’ll tell you if you’re dormant for both, for HMRC only, or neither, and what to do next.
1.Did the company receive any money this year?
Sales, fees, donations, refunds — anything coming in.
2.Did the company pay any expenses from its own bank account?
Subscriptions, accountancy fees, software, anything.
3.Did you pay the Companies House £50 confirmation statement fee from the company account?
Either is fine — the law disregards this fee. Anything else paid from the company account isn't, including most other Companies House fees and fines.
4.Did the company earn any bank interest, however small?
Even £0.01 of interest breaks dormancy.
5.Did you buy or sell any goods or services through the company?
6.Did the company employ anyone or pay anyone wages (through PAYE)?
7.Did the company receive any investment income — dividends, rent, or interest?
8.Have you previously told HMRC the company is dormant?
Not sure? Answer no.
Why there are two definitions of dormant
Most directors are surprised to learn that “dormant” means two different things in UK company law. A company can be dormant for HMRC but not for Companies House, whose test is stricter — and the correct filings depend on which.
Companies House definition (Companies Act 2006, s.1169)
A company is dormant if it has had no significant accounting transactions during the accounting period. The legislation lists a few exceptions — paying for the first shareholders’ shares, the confirmation statement, change-of-name and re-registration fees, and the penalty for filing accounts late — but the bar is otherwise low. It is about the year’s transactions, not the balance sheet: a company that traded before can still be dormant while it holds money, assets or debts from then, as long as nothing about them changes in the year. See what counts as a significant accounting transaction.
HMRC definition
HMRC considers a company dormant when it is not actively trading, doesn’t receive investment income, isn’t employing staff, and has nothing to declare for corporation tax. The thresholds are slightly different — for example, a small bank charge paid from a company account doesn’t make it active for HMRC, but it does break dormancy for Companies House.
The classic traps
- Bank interest of any amount — breaks both definitions.
- Paying a bank charge, a domain or a software subscription from the company account — breaks Companies House dormancy. (The £50Companies House fee is the exception: the law disregards it.)
- Paying the director back for an expense — breaks Companies House dormancy.
- Receiving a small dividend from a subsidiary — breaks both definitions.
Read the full breakdown in our guide on the accidentally-trading trap.
Not dormant? You might still be a micro-entity
If the check says you’re not dormant because the company has a transaction or two — for example it’s repaying a Bounce Back Loan — you likely file FRS 105 micro-entity accounts rather than dormant ones. Confirm with the micro-entity eligibility checker.
This tool is a guide, not legal advice
The check above is based on the standard definitions. If the company earns rent, interest or other income, it isn’t dormant, and that income is taxable — a job for an accountant. If HMRC has written to you about the company, our HMRC letter guide explains what each letter is asking for.
Dormant or non-trading — ready to file?
DormantFile files your dormant accounts (even ones carrying figures from trading years) or short micro-entity accounts (FRS 105), and a Company Tax Return showing nothing to pay (a nil CT600) if HMRC asks for one. From £19/year.
See how it works