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Am I dormant?

Eight short questions covering both definitions of dormancy. We’ll tell you if you’re dormant for Companies House, HMRC, both, or neither — and what to do next.

  1. 1.Did the company receive any money this year?

    Sales, fees, donations, refunds — anything coming in.

  2. 2.Did the company pay any expenses from its own bank account?

    Subscriptions, accountancy fees, software, anything.

  3. 3.Did you pay the Companies House £34 confirmation statement fee from the company account?

    Paying it from the director's personal account is fine — paying from the company account breaks dormancy.

  4. 4.Did the company earn any bank interest, however small?

    Even £0.01 of interest breaks dormancy.

  5. 5.Did you buy or sell any goods or services through the company?

  6. 6.Did the company employ anyone or run PAYE?

  7. 7.Did the company receive any investment income — dividends, rent, or interest?

  8. 8.Have you previously told HMRC the company is dormant?

    Either via CT41G or by responding to a notice to file.

Why there are two definitions of dormant

Most directors are surprised to learn that “dormant” means two different things in UK company law. You can be dormant for one regulator and trading for the other — 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 exceptions — payments for shares taken by subscribers on incorporation, and fees paid to Companies House — but the bar is otherwise low. 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, paying small allowable fees from a company account is fine for HMRC but breaks dormancy for Companies House.

The classic traps

  • Bank interest of any amount — breaks both definitions.
  • Paying the £34 Companies House fee from the company account — breaks Companies House dormancy.
  • Reimbursing the director for an expense — breaks both definitions.
  • Receiving a small dividend from a subsidiary — breaks HMRC dormancy.

Read the full breakdown in our guide on the accidentally-trading trap.

This tool is a guide, not legal advice

The check above is based on the standard definitions. If your situation is unusual — you’re part of a group, the company holds investment property, or you’ve received an HMRC dormancy review letter — talk to an accountant or use our HMRC letter guide.

Dormant and ready to file?

DormantFile files your dormant accounts and a nil CT600 if needed. From £19/year.

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