Putting a UK limited company on hold sounds simple enough. You stop trading, stop invoicing, and assume the filing obligations pause alongside the business activity. For most foreign founders and non-resident directors, that assumption is wrong in two distinct and consequential ways. A dormant UK limited company is not a company with no obligations. It is a company with a specific, reduced set of obligations that remain fully in force regardless of whether the company has traded for a day or a decade. Missing them carries the same penalties as missing them on a trading company, including the risk of involuntary strike-off. This guide covers exactly what is required in 2026, the critical distinction between dormancy for Companies House and dormancy for HMRC, and what your practical options are if you have a company you no longer intend to use.
Dormant for Companies House and dormant for HMRC: not the same thing
This is the most common source of confusion, and getting it wrong creates problems with both regulators simultaneously.
Companies House considers a company dormant if it has had no significant accounting transactions during its financial year. Significant accounting transactions are defined in law and exclude the initial payment of share capital, fees paid to Companies House itself, and penalties for failure to file accounts. Almost everything else counts.
HMRC's definition is narrower. For Corporation Tax purposes, a company is dormant if it is not carrying on a business and has no chargeable income or gains. This includes not just trading income but investment income, bank interest, and any other taxable receipts. A company that holds a property or earns interest on a bank balance is not dormant for HMRC even if it never issued an invoice.
A company can be dormant for Companies House purposes while remaining active for Corporation Tax, or vice versa. The filings required by each regulator must be assessed independently. This is the most important point in this guide and the one most frequently misunderstood by directors managing a UK company remotely.
Filing obligations with Companies House while your company is dormant
Annual dormant accounts
Every UK limited company, whether trading or dormant, must file annual accounts with Companies House. For a dormant company, these are significantly simplified: a balance sheet showing share capital only, a statement that the company was dormant throughout the period, and the director's signature confirming accuracy. There is no profit and loss account, no notes about turnover, and no tax calculation. Most dormant company accounts fit on a single page.
The filing deadline is nine months after the end of your company's accounting reference date for a private limited company. For a company's first accounts after incorporation, the deadline is 21 months from the date of incorporation or nine months from the accounting reference date, whichever is longer.
Late filing attracts automatic financial penalties from Companies House:
Penalties double if accounts are filed late in two consecutive years. They apply to dormant companies in exactly the same way as trading ones.
Confirmation statement
The confirmation statement (CS01) must be filed at least once every 12 months. It confirms that the information Companies House holds about your company is correct: directors, people with significant control, registered address, share structure, and SIC code. If anything has changed, the confirmation statement is where it is reported.
From 1 February 2026, the confirmation statement filing fee increased to £50 online (£110 by paper). The fee applies regardless of whether the company traded during the year.
From 2026, confirmation statements also require identity verification codes for all directors and PSCs. If directors and PSCs have not yet completed identity verification with Companies House, this must be done before the next confirmation statement can be filed.
As a registered ACSP, 1Office UK handles identity verification for overseas directors who cannot use GOV.UK One Login directly. GOV.UK One Login requires a biometric UK passport or UK driving licence that many international directors do not hold. The ACSP route requires neither.
View the identity verification service for overseas directors.
Companies House will issue a formal notice following a missed confirmation statement. If no action is taken, the company can be struck off the register after a single missed filing, which means it ceases to exist as a legal entity. The company's assets, if any, vest in the Crown. Restoring a struck-off company requires a court application.
Corporation Tax obligations while your company is dormant
Notifying HMRC that the company is dormant
If your company has been trading and has now ceased all business activity, you must notify HMRC. This is done by contacting the Corporation Tax office handling your company's account, providing your Unique Taxpayer Reference (UTR), and explaining that the company is no longer trading. HMRC will then confirm dormant status in writing and stop issuing Corporation Tax return notices.
Until that notification is in place, HMRC will continue to issue CT603 notices, and you are legally required to respond to them. Ignoring a CT603 notice while assuming HMRC will eventually realise the company is dormant is not a valid approach and will result in late filing penalties.
If your company has never traded since incorporation and HMRC has not issued any notices, you may not need to file anything with HMRC at all. However, if HMRC sends a notice, you must respond to it.
CT600 for the final trading period
If your company was previously trading and has now ceased, a final CT600 Corporation Tax return covering the period up to cessation must still be filed with HMRC. This applies even if the company generated a loss in its final period. Dormancy only stops future CT notices once HMRC has accepted the notification. It does not cancel returns already due for past trading periods.
From 1 April 2026, HMRC's free online CT600 filing service closed permanently. All CT600 returns must now be filed using HMRC-recognised commercial software such as FreeAgent, Xero, or QuickBooks. Any outstanding returns for periods ending before 31 March 2026 also now require commercial software to file.
If your company resumes trading after a dormant period, you must notify HMRC within three months of becoming active again. Failing to re-register for Corporation Tax on time results in penalties and interest on any tax that becomes due.
Does a dormant company pay Corporation Tax?
No. A company that is genuinely dormant for HMRC purposes has no taxable profits and therefore no Corporation Tax liability. Once HMRC accepts the dormancy notification, no tax is payable and no CT600 is required going forward, unless the company resumes trading or HMRC issues a new notice.
What happens if you ignore the obligations on a dormant company
The consequences follow a predictable sequence, and each step is publicly visible on the Companies House register.
Missing annual accounts triggers automatic financial penalties from Companies House, beginning at £150 and rising to £1,500 depending on how late the filing is. If accounts are late two years in a row, the penalties double. The late filing is recorded on the public register and visible to anyone who searches your company name.
Missing a confirmation statement is more immediately serious. After a formal notice from Companies House with no response, the company can be struck off. The company's assets vest in the Crown. Restoring a struck-off company is expensive and time-consuming, requiring a court application and all outstanding filings to be brought up to date before the application can succeed.
Ignoring CT603 notices from HMRC attracts late filing penalties beginning at £200 after three months (updated from 1 April 2026, uprated from £100), plus further tax-based penalties if the company had any taxable income during the period.
Three practical paths for a dormant UK company
Dormant company directors must still complete identity verification
From November 2025 onwards, directors and PSCs of UK limited companies are required to verify their identity with Companies House. This requirement does not exempt dormant companies. The personal code issued on verification must be linked to the confirmation statement. A confirmation statement cannot be filed for a company whose directors and PSCs have not completed verification.
For overseas directors who cannot complete verification through GOV.UK One Login directly (which requires a biometric UK passport or UK driving licence), verification through a registered ACSP is the practical route.
1Office UK is a registered ACSP and handles verification for non-UK resident directors as a standalone service, with no GOV.UK login required.
1Office UK prepares and files dormant company accounts with Companies House. Fixed price, no hidden fees.
What a dormant UK limited company must do in 2026
| Obligation | Regulator | Deadline | Consequence if missed |
|---|---|---|---|
| File dormant annual accounts | Companies House | 9 months after accounting reference date | Penalties from £150; double if late two years running |
| File confirmation statement | Companies House | Within 12 months of last statement | Strike-off proceedings after a single missed filing |
| Include identity verification codes | Companies House | With confirmation statement | Filing rejected; confirmation statement cannot be submitted |
| Notify HMRC of dormancy | HMRC | As soon as company ceases trading | CT603 notices continue to arrive; penalties if unanswered |
| File final CT600 for last trading period | HMRC | 12 months after end of accounting period | Late filing penalties from £200 after three months |
Not sure whether your dormant company's filings are current?
1Office UK prepares dormant accounts, files confirmation statements, handles identity verification for overseas directors, and advises on voluntary strike-off.
