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Introduction

This booklet will help you to manage a dormant company so that you send Companies House everything that is needed to keep the company on the register. It will help you to understand the simple - but important - legal obligations that still apply to a company even when it is dormant. For more general guidance about what companies have to send to Companies House, please see the other booklets in our guidance series.

This booklet tells you about the current rules on dormant companies. The rules changed for accounting periods ending on or after 26 July 2000. The new regulations are in Statutory Instrument 1430/2000. The old rules that applied to accounts ending before 26 July 2000 are covered in our booklet, 'Accounts and Accounting Reference Dates'.

If after reading this booklet, you are in doubt about your responsibilities, you should seek independent help from a solicitor or accountant.


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CHAPTER 1

What is dormant a company?

1. What does 'dormant' mean?

The term 'dormant' applies to a company that, in legal terms, has 'no significant accounting transactions' during a financial year. It is not the same as a 'non-trading company', a term that has no legal meaning. No significant accounting transactions means no entries in the company's accounting records. The amount paid for shares when the company is first formed and a few costs that the company may incur in order to keep the company registered at Companies House do not count as significant accounting transactions. There is more information about these allowable transactions at question 1 in chapter 3.

2. What is the difference between a non-trading company and a dormant company?

A company can be non-trading in the sense that it isn't doing business. But it may still have other accounting transactions going through its books, which means that it is not dormant in a legal sense. A dormant company must not have any accounting transactions except specific allowable transactions that can be disregarded, see chapter 3.

3. Why have a dormant company?

Companies can be dormant for various reasons, often to protect a company name, in readiness for a future project, or to hold an asset or intellectual property. Some flat management companies whose main purpose is to own the head lease or the freehold of a property choose to become dormant by setting up a residents' association to deal with any expenses.

A company can remain dormant for as long as necessary - indefinitely if, for example, its purpose it just to prevent the name being used by another company. However, there are expenses associated with keeping a company on the register. In particular, there is a £15.00 fee for registering an annual return (Form 363s). And, while the company is dormant, various other documents and annual company balance sheets must still be prepared and filed at Companies House. The company will have to decide how expenses will be met and who will run the company and be responsible for ensuring that all the legal requirements are met.

4. Who runs a dormant company?

If it is to remain dormant, a company cannot have paid employees because their wages would have to be recorded in the accounting records. However, all companies, including those that are dormant, must have:

A sole director cannot also be the company secretary. There must be at least two officers of the company.

5. What responsibilities do the officers of a dormant company have?

The responsibilities of a dormant company's officers are the same as for those of a trading company. The directors and secretary manage the company on behalf of the shareholders or members. Among other things, they are responsible for holding meetings and ensuring that all the necessary returns, accounts and other documents reach Companies House by the due date.

Further information about directors' and secretaries' responsibilities for delivering documents to Companies House is available in our booklet, 'Directors and Secretaries Guide'.

6. What happens if documents are not delivered to Companies House?

The company's officers could be prosecuted because they are personally responsible for ensuring that documents are delivered on time. Failing to do so is a criminal offence. In addition, there will always be an automatic civil penalty for filing accounts late.

Companies House could also reasonably assume that the company is no longer required and strike it from the register. If a company is struck off the register, it ceases to exist and its assets become Crown property.

Further information about this is available in our booklet, 'Strike-off, Dissolution and Restoration' (or 'Strike-off, Dissolution and Restoration (Scotland)' for companies registered in Scotland).

7. What if the company is no longer required?

If you decide that you do not need your dormant company, you can arrange to have it struck off the register. There are two ways of doing this:

For more information on these subjects see our booklets, 'Strike-off, Dissolution and Restoration' and 'Liquidation and Insolvency' (or, 'Strike-off, Dissolution and Restoration (Scotland)' and 'Liquidation and Insolvency (Scotland)' for companies registered in Scotland).


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CHAPTER 2

Dormant Companies and Companies House

1. What information does Companies House need to know?

Although a company may be dormant, Companies House must still keep up-to-date information about it on record and make this available to anyone who wants to know about the company. Basically, we need to know:

Most of this information is registered at Companies House when the company is first formed and, if anything changes, you will need to tell us, usually on a special form. However, every year we will send to the company's registered office a summary of the information held on the public record at Companies House - this form is called an Annual Return (Form 363s). This must be completed and returned to Companies House. Also, every year, the company must prepare a balance sheet and send that to Companies House.

More information about all these requirements is included in this chapter.

2. What is a 'registered office'?

This is the company's official address registered at Companies House. It is also the address where we will usually send letters and reminders. The registered office address can be anywhere in England or Wales (or Scotland if your company is registered there). It is important that all correspondence and notices sent to this address are dealt with promptly. A change of registered office address must be notified to Companies House on Form 287. The new address only becomes the registered office when the form has been registered.

All companies must have a registered office address, and the company's name must be displayed outside.

3. Who are the company officers?

These are the company director(s) and the company secretary. They are responsible for managing the company and for delivering documents to Companies House.

Particulars of who they are must be entered in the company's own register of directors and secretaries and notified to Companies House when the company is first formed. Any changes must be recorded in the company's register and notified to Companies House on the correct form within 14 days of the change. The forms for notifying changes are:

A change of particulars for a director means any of the following: name, address, occupation, nationality and other directorships; and for a company secretary it means name or address.

4. Who are the company members?

A company member is defined as a person who has agreed to become a member and whose name is entered on the company's register of members.

For a limited company with shares, this means a person who owns shares in the company - a shareholder. For a company limited by guarantee, it means a person who has agreed to contribute to the assets of the company if it is wound up.

The company must keep a register of its members. Any member of the company or any other person has a right to inspect the register. Unless it is kept at the registered office, Companies House must be notified of where the register is kept, and any change in its location must be notified to Companies House on Form 353.

If a company has shares, details of the shareholders have to be notified to Companies House. The information must be updated every year on the Annual Return Form 363s, which we will send the company shortly before it becomes due.

In addition, if the company has issued debentures, it must keep a register of debenture holders. Any member of the company or any other person has a right to inspect the register. Unless the register is kept at the registered office, Companies House must be notified of where it is kept, and any change in its location must be notified to us on Form 190.

5. What other statutory registers are there?

There are several other statutory registers that may apply to the company. Although there is no obligation to notify Companies House about the location of any other statutory register, the company secretary is responsible for maintaining all the following registers - some of which are mentioned above - if they apply to the company:

These registers must be open to inspection by any person on payment of the prescribed fee.

  6. What is an annual return (Form 363s)?

It is a form that every company - even those that are dormant - must send to Companies House each year. (The annual return should not be confused with annual accounts - the two are entirely different.) The annual return must be accurately completed to a particular date known as the 'made-up date'. This is:

The annual return form and filing fee (£15) must reach Companies House within 28 days after its made-up date.

Shortly before it becomes due, we send an annual return to your registered office, showing the made-up date. The annual return contains pre-printed information about the company already on our records. We also send guidance to help you complete the return.

7. What is an accounting reference date (ARD)?

The ARD is the financial year-end. It is also the date that determines when accounts are due for delivery to Companies House. When a company is incorporated, its ARD will automatically be set as the last day of that month but this can be changed, if the company wishes to do so. Companies House must be told in advance if the ARD is about to be changed. A change of ARD must be notified on Form 225. Changing the ARD can be complicated because of the effect it has on the related accounts. For more information on this see our booklet, 'Accounts and Accounting Reference Dates'.

  8. What annual accounts are required?

All limited companies - including dormant companies - must file annual accounts at Companies House. For dormant companies, this means a balance sheet giving details of assets and liabilities and any relevant notes. The balance sheet and notes must comply with the statutory requirements of the Companies Act, as explained in chapter 3 of this booklet.

Annual accounts must usually be delivered to Companies House within 10 months of a company's ARD for a private company, and 7 months for a public company. However, if a company's first accounts cover a period longer that 12 months, the maximum time allowed is 22 months from the date of incorporation (19 months for a public company) or 3 months from the ARD, whichever is longer. ARDs and how to change them are explained in our booklet, 'Accounts and Accounting Reference Dates'.

To help you file accounts on time, we send a reminder to the company's registered office 6 to 8 weeks before the accounts are due.

Accounts must be filed even if the company has remained dormant from one year to the next - even if it has never traded - and, if the accounts are late, the company will be penalised. There is no special treatment for dormant companies. Being dormant does not mean that your company does not have to file accounts or file them on time.

9. Who must arrange for accounts to be prepared?

The directors of the company. The accounts must be prepared, laid before the company's members in a general meeting, signed and delivered to Companies House within the time allowed (normally within 10 months of a company's ARD). However, you do not need to lay the accounts before a general meeting of the company, or have them agreed by the Inland Revenue, before sending them to Companies House.

The members can pass an 'elective resolution' not to lay the accounts before the members in a general meeting (see our booklet, 'Resolutions'), but the accounts must still be prepared and given to the members and delivered to Companies House.

10. What are the memorandum and articles of association?

These documents govern the company.

The memorandum sets out:

the company name;

where the registered office is situated (in England, Wales or Scotland);

what it will do (its objects);

details of the type of company it is;

its share capital, if the company has shares.

The articles set out the rules for running the company's internal affairs.

From time to time, it may be necessary to change these documents. These changes are made by special resolution and must be registered at Companies House. For more information about resolutions to change the memorandum and articles of association see our booklet, 'Resolutions'.

If the company wishes to change its name, this is also done by passing a special resolution. Companies House charges a fee of £10 to register the change and issues a change of name certificate. More information about this is in our booklet, 'Company Names'.

11. What other documents must I file at Companies House?

Other notices that you may have to file include:

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CHAPTER 3

Accounts and audit exemption

1. What does 'no significant accounting transactions' mean?

As mentioned in chapter 1, a company is dormant if it has had 'no significant accounting transactions' during a financial period. When considering whether a company is dormant you can disregard the following financial transactions:

• payment for shares taken by subscribers who agreed to take such shares under the memorandum of association;
• fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing annual returns; and
• payments made in respect of civil penalties imposed by the Registrar of Companies for delivering accounts to the Registrar after the statutory time allowed for filing.

A company may not take advantage of dormant company audit exemption if it is:

• a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a person who carries on insurance market activity;

If the company has not been dormant since incorporation, but has become dormant, it may take advantage of the exemption provided that:

• it has been dormant since the end of the previous financial year; and
• it does not have to prepare group accounts for that year; and
• it qualifies as a 'small company' in relation to that year (see question 2 below), or would have qualified as small but for the fact that it is:
  • a public company; or
  • a member of a group of companies which included a public company, a banking