Dormant Company Formation and Name Protection

First we confirm whether a private company limited by shares is suitable, check the proposed name and agree the shareholding and directors. Incorporation needs a registered office, a registered email address, an appropriate SIC code, articles of association and information about people with significant control (PSCs). Directors' identity verification and PSC requirements must be dealt with at the relevant stage.

Companies House issues a certificate of incorporation. Dormancy is then assessed from what the company actually does, rather than a label selected on registration. We agree who will receive official correspondence, maintain the records and complete each continuing filing before work starts.

For Companies House, a company is dormant for a financial year if it has no significant accounting transactions. Payments for shares taken by subscribers on incorporation, Companies House filing fees and late-filing penalties are excluded. Other transactions need checking: bank charges, interest, buying assets or paying business expenses can prevent dormant accounts being appropriate.

A company that owns property or receives investment income should not assume it is dormant simply because it has no customers. We check the accounting records before deciding what type of annual accounts is required.

A new company that has not started trading may be dormant for Corporation Tax. A previously active company is generally dormant when it has stopped trading and has no other income. HMRC and Companies House apply different tests; satisfying one does not automatically satisfy the other.

Tell HMRC that the company is dormant using its Corporation Tax details. Keep HMRC's response. If a notice to deliver a Company Tax Return has already been issued, file the return unless HMRC tells you it is not required. After notification, further returns are generally unnecessary unless HMRC requests one or the company becomes active again. Dormancy does not erase earlier tax liabilities or outstanding returns.

Dormant companies must still submit annual accounts and a confirmation statement and keep their registered office, registered email, directors and PSC information accurate. Dormancy does not cancel Companies House deadlines. Check the company's register entry for the actual dates rather than assuming they run from when HMRC was notified.

A qualifying small dormant company may use simplified dormant accounts. Form AA02 is intended for qualifying companies limited by shares that have never traded; it is not suitable for every dormant company. We check eligibility and prior activity before selecting the filing method. Missing accounts can result in penalties, while persistent filing failures can lead to strike-off action.

Incorporation helps prevent registration of the same company name, subject to Companies House naming rules. It does not automatically protect a brand, domain name or trading name against all third-party use. Trade mark protection is separate; get specialist legal advice where brand protection is important.

When the company becomes active, tell HMRC within the applicable three-month registration period and check whether PAYE or VAT registration is required. Significant transactions may end Companies House dormancy before the first sale, so record the activity date and retain supporting records.

We review the dormant period, the first active accounting period and any existing filing notices together. You can then move to year-end accounts and Corporation Tax support without leaving the inactive period unresolved.

For a new company, bring your proposed name, intended activity, directors, shareholders and planned trading date. For an existing company, send the company number, bank statements, previous accounts and any HMRC or Companies House letters. We confirm whether formation, dormancy notification, dormant accounts or overdue compliance work is actually needed.

This page provides general information, not confirmation of your company's status. Use the official sources below and ask us to check your records before filing dormant accounts. No professional review date is implied by the content update date.