How to Register a Dormant Company

Registering a dormant company follows the exact same process as any other UK limited company, with one extra step: telling HMRC you don't intend to trade yet. It's a genuinely useful route if you want to reserve a company name or plan ahead without taking on immediate tax and filing obligations.

Key Takeaways

• Setting up a dormant company follows the standard formation process, then you notify HMRC of its dormant status afterwards.
• Dormant companies are exempt from Corporation Tax, but still need to file a Confirmation Statement and Dormant Company Accounts every year.
• The correct SIC code for a dormant company is 99999, which you can update once you start trading.
• A dormant company can hold a bank account, but any significant transaction through it, beyond Companies House filing fees, will end its dormant status.
• Since November 2025, directors and PSCs also need to complete identity verification with Companies House, regardless of whether the company is trading.

What Is a Dormant Company?

A company is dormant if it's had no significant accounting transactions during its accounting period. This doesn't include your Companies House filing fee, late filing penalties, or the money paid for shares at incorporation. In practice, every new company is technically dormant the moment it's formed, since none have traded yet.

Why Might I Want a Dormant Company?

Two common reasons come up repeatedly: reserving a company name before you're ready to trade, since Companies House won't let anyone else register the same name once it's taken, and planning ahead for a future venture without taking on Corporation Tax or full filing obligations in the meantime.

How Do I Actually Register a Dormant Company?

The process is the same as forming any limited company, just with dormancy notified to HMRC afterwards.

Choose a compliant company name. It needs to be available and follow standard Companies House naming rules, the same as any company.

Provide your formation details. You'll need a SIC code, which for a dormant company is 99999, along with at least one director and shareholder. You can use a standard Memorandum and Articles of Association template, or provide your own.

Notify HMRC of your dormant status. This has to happen after your company is formed, and it's what actually exempts you from Corporation Tax. If you skip this step, HMRC will expect Company Tax Returns and can issue penalties if you don't file them.

What Do I Still Need to File While Dormant?

You still need to file a Confirmation Statement and Dormant Company Accounts every year, even though your company isn't trading.

Dormant Company Accounts are a simplified version confirming there's been no significant financial activity, due 9 months after your financial year ends, or 21 months after incorporation for your first set.

Confirmation Statement is required of every limited company regardless of trading status, confirming your company's core details are accurate. As of February 2026, filing costs £50 for digital submission or £110 for paper.

Since November 2025, directors and PSCs also need to complete identity verification with Companies House, which applies to dormant companies just as much as trading ones. Our identity verification service can help with this.

Can a Dormant Company Have a Bank Account?

Yes, but use it carefully. Any significant transaction through it, paying for business expenses, receiving interest, or incurring bank charges, will end your company's dormant status immediately. Paying your Companies House fees, such as your Confirmation Statement fee, doesn't count as significant and won't affect your dormancy.

Is There a Limit on How Long a Company Can Stay Dormant?

No, there's no legal limit. Plenty of directors keep a company dormant for years, whether to protect a name or hold something for future use, as long as the annual filings keep getting submitted on time.

How Do I Reactivate a Dormant Company Once I'm Ready to Trade?

Contact HMRC within 3 months of starting to trade and receiving income. If your company has never traded before, you'll need to register for Corporation Tax through a Government Gateway account, providing:

• Company name and number
• The address where your main business activities are carried out
• Your correct SIC code, updated to reflect your actual business activity
• Your accounting reference date
• The date your company became active

HMRC uses this to work out your accounting period for Corporation Tax, running from your first day of trading to your accounting reference date. Keeping accurate records from this point matters, since it directly affects your Corporation Tax deadlines.

FAQs

What counts as a dormant company in the UK?

A company registered with Companies House that hasn't had any significant accounting transactions during its financial year, and isn't currently trading.

Do I still need to file accounts if my company is dormant?

Yes, Dormant Company Accounts every year, a simplified version confirming no significant activity, due 9 months after your financial year ends.

How do I tell HMRC that my company is dormant?

Notify them after your company is formed, either online or by post using your Unique Taxpayer Reference. If you don't, HMRC will expect Company Tax Returns and may issue penalties.

Can a dormant company have a bank account?

Yes, but any significant transaction through it will end your dormant status, except for paying Companies House fees, which doesn't count.

What's the correct SIC code for a dormant company?

99999. You can update it once you're ready to start trading.

What happens if I miss a filing deadline for a dormant company?

The same automatic penalties apply as for a trading company, starting at £150 and increasing the longer the delay continues.

This article is for general information only and does not constitute legal or tax advice. Companies House and HMRC requirements can change, so it's worth checking current guidance on GOV.UK or speaking to a qualified professional before making decisions about your company's dormant status.