A dormant company is one that is not trading. In other words, it’s not conducting any business, generating an income or making any significant payments.
You can register a new company as dormant immediately after incorporation – for example, if you want to reserve a company name – or after a trading period. The UK’s largest company formation agent, 1st Formations, will explain how to do this.
How to Register a Dormant Company?
1. The Registration Process
The process for registering a dormant company is the same as for a trading company. You’ll need a unique company name and a preferred legal structure, such as a private company limited by shares, limited by guarantee, etc.
You also need to provide your company details. These include:
- Your company’s jurisdiction within the UK (e.g., England and Wales, Scotland, etc.)
- Registered office address (this must match the company’s jurisdiction)
- Articles of association
- Between one and four Standard Industrial Classification (SIC) codes describing the nature of your business activities. In this case, you should select the code ‘99999’ to indicate that your company isn’t trading
- Director, shareholder, and People with Significant Control (PSC) details
If you register your company with 1st Formations, our team will check and send your application to Companies House, the registrar of UK companies. Once approved, you’ll receive your incorporation documents electronically, letting you know your company has been registered.
2. Register as Dormant With Companies House
The classification of a dormant company differs between Companies House and HM Revenue & Customs (HMRC).
If you don’t intend to start trading yet after registering a new company, there’s nothing specific you need to do to let Companies House know.
The registrar will automatically know that your company is dormant when you submit dormant accounts, which are a basic set of financial accounts, including a balance sheet and supporting notes.
If you were previously trading and want to make your company dormant, your dormant accounts would also need to include the previous years’ figures.
Please note that dormant companies are still required to submit an annual confirmation statement.
3. Register as Dormant With HMRC
You need to notify HMRC about your dormant company. This will tell the tax office that your company is not liable for Corporation Tax and has no Company Tax Returns to submit.
The easiest way to do this is online. You’ll need to provide your company name and 10-digit Unique Taxpayer Reference (UTR). If you’ve just formed your company, you will receive your UTR at your registered office address within 15 days.
If you were previously trading and are now becoming dormant, you must also inform HMRC of the exact date your company stopped trading.
You can register your company as dormant with HMRC by post if you prefer. The 1st Formations team can supply you with a letter template as part of our Full Company Secretary Service. This service also includes filing your confirmation statement with Companies House.
Once your company is registered as dormant with HMRC, you will need to file dormant accounts with them when your company’s accounts are due.
How to Keep or Change Your Dormant Status?
You’ll need to continue submitting dormant company accounts to Companies House for as long as your company is dormant (along with a confirmation statement, which is required regardless of the company’s trading status).
You can go ahead and trade when you wish. At that point, you’ll need to submit full annual accounts, indicating to the registrar that you’re no longer dormant.
HMRC doesn’t require ongoing notification of dormancy. If you want to start trading, you simply need to let them know you’ve done so within 3 months.
Where to Register a Dormant Company
If you’d like to register a dormant company, the company formation experts at 1st Formations are happy to help. With over 10 years of experience, they’ll help you form your company and assist you with dormant documents.
If you already have a business and want to change its trading status from active to dormant, 1st Formations can also take care of this. Visit their website for more information.
