To file dormant company accounts with Companies House, most companies limited by shares complete the short AA02 form and submit it through the Companies House WebFiling service within nine months of the end of their financial year. The form captures little more than the company number, name, balance sheet date, and issued share capital, and a director signs to confirm it. Miss the deadline and Companies House charges an automatic £150 penalty that rises the longer you wait.
Check That AA02 Is the Right Form for You
The AA02 is designed for a company limited by shares that either has never traded since incorporation, or whose only transaction in its history is the issue of subscriber shares.1GOV.UK. File Your Dormant Accounts (AA02)
If your company traded in an earlier year and then stopped, you likely need full (though simple) statutory accounts rather than the AA02. The same goes for companies limited by guarantee and unlimited companies. Those entities must prepare abbreviated or full accounts that comply with the Companies Act, even for a period of no activity.
One practical check before you file: look at the bank account. Even a few pence of interest or a monthly maintenance fee counts as a significant accounting transaction and breaks dormancy. Directors who want to preserve dormant status should either close the account or use one that pays no interest and charges no fees.
What the AA02 Asks For
The AA02 is one of the shortest filings a company will ever make. It records the company’s registration number, its full legal name, and the balance sheet date marking the end of the financial period being reported.
The balance sheet itself is usually a single line: the nominal value of the issued share capital. A company incorporated with one ordinary share of £1 shows total assets of £1 and shareholders’ funds of £1. Comparison figures from the previous year are required, and for a company that has always been dormant those figures will be identical.2GOV.UK. Dormant Company Accounts (DCA)
The form includes a statement confirming that the company qualifies for exemption from audit under section 480 of the Companies Act 2006, which applies to companies dormant since formation or since the end of the previous financial year.2GOV.UK. Dormant Company Accounts (DCA) A director must sign the balance sheet to certify it before submission.
File Online Through WebFiling
The fastest route is the Companies House WebFiling service. You will need an email address, a password for your WebFiling account, and an authentication code that Companies House posts to your registered office. First-time users should allow up to five days for the code to arrive. For security, the code cannot be sent by email or given over the phone.3Companies House. File Dormant Accounts with Companies House
Once you are logged in, the system walks you through each field and runs validation checks before you submit. You receive an electronic acknowledgement confirming receipt. Online submissions process almost immediately, which makes them far safer for anyone filing close to the deadline.
Filing by Post
You can also download and print the AA02 from GOV.UK, complete it by hand, and post it to Companies House. Paper filings take significantly longer to process, sometimes several weeks. If you go this route, send it by tracked post and build in plenty of buffer time before the nine-month deadline.
The Deadline and What Late Filing Costs
Private limited companies must file annual accounts with Companies House within nine months of the end of their financial year. Newly incorporated companies get a longer window for their first accounts: 21 months from the date of incorporation.4GOV.UK. Accounts and Tax Returns for Private Limited Companies
These deadlines apply to dormant companies the same way they apply to trading ones. Companies House does not grant extensions or treat dormancy as a reason for delay. Cross the date by a single day and the penalty is automatic.
For private companies the penalty scale is:
- Up to one month late: £150
- One to three months late: £375
- Three to six months late: £750
- More than six months late: £1,5005GOV.UK. Late Filing Penalties from Companies House
If accounts are rejected because of an error, such as an unsigned balance sheet, Companies House returns them for correction, but the clock keeps running. Filing the corrected version after the original deadline still attracts the penalty.5GOV.UK. Late Filing Penalties from Companies House Filing late in two consecutive years doubles the penalty, so a dormant company that lets things slide can rack up real costs for what should be a zero-activity submission.
Don’t Forget the Confirmation Statement
Filing dormant accounts is not the only annual obligation. Even a fully dormant company must file a confirmation statement, previously called the annual return, with Companies House.6GOV.UK. Dormant for Companies House The confirmation statement verifies that the company’s registered details, including officers, registered office address, and share structure, are still accurate.
Directors who remember the dormant accounts sometimes forget the confirmation statement entirely, which brings its own compliance problems. Mark both dates in your calendar each year.
Tell HMRC Separately
Companies House and HMRC treat dormancy separately, so filing the AA02 does not deal with your tax position. You can tell HMRC your company is dormant for Corporation Tax through their online service, or by phone or post if the online route is not available to you.7GOV.UK. Tell HMRC Your Company Is Dormant for Corporation Tax
Once HMRC accepts the dormant notification, you will not need to file a Company Tax Return unless HMRC specifically asks for one, or the company begins trading again.7GOV.UK. Tell HMRC Your Company Is Dormant for Corporation Tax
A company can be dormant for Companies House purposes but active for Corporation Tax if it receives any income, such as rent from a property held by the company or investment dividends. In that case the company still owes HMRC a full Company Tax Return and must pay any Corporation Tax due within nine months and one day of its accounting period end. If you fail to notify HMRC, they may continue issuing notices requiring a return, and ignoring those notices triggers penalties even when no tax is owed.
If You Don’t Want to Keep Filing
If you have no plans to use the company again, voluntary strike-off removes it from the Companies Register and ends all filing obligations. You can apply to strike off your company if it has not traded or sold stock in the last three months, has not changed its name in the last three months, is not threatened with liquidation, and has no agreements with creditors such as a Company Voluntary Arrangement.8GOV.UK. Strike Off Your Limited Company from the Companies Register
Every year of dormancy means another set of accounts, another confirmation statement, and another chance to miss a deadline. If the company holds no assets and you have no concrete plans to trade under it, dissolving it is often the cleaner option than filing an AA02 year after year.