How to File Dormant Company Accounts – AA02 form

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If you have a limited company that is not trading and has little or no financial activity, you may be able to file dormant company accounts with Companies House rather than preparing a full set of trading accounts. However, being dormant does not mean that you can simply ignore the company. A dormant limited company still has ongoing filing responsibilities, including filing annual accounts and a confirmation statement with Companies House.

The good news is that filing dormant accounts is usually much simpler than preparing accounts for an active company, and many company directors can do it themselves if they understand what needs to be filed and when.

How to file dormant company accounts?

The first thing to establish is whether your company is actually dormant for Companies House purposes. A company is generally dormant if it has had no significant accounting transactions during the financial year. Certain transactions, such as Companies House filing fees, late filing penalties and money paid for shares when the company was incorporated, are not treated as significant transactions for this purpose.

If your company qualifies as dormant, you can file dormant accounts with Companies House. For a private limited company that has never traded, the process can be particularly straightforward because Companies House provides an online service specifically for dormant accounts.

You will normally need your Companies House login details and the company’s authentication code. If you have not used the Companies House online filing service before, you can register for an account, although Companies House may need to send an authentication code to the company’s registered office.

You can then use the Companies House online service to select the option for filing dormant company accounts and provide the information requested. The online service will guide you through the relevant sections rather than requiring you to prepare a complicated set of accounts from scratch.

It is important to remember that dormant accounts are still annual accounts, so they must be filed by the normal Companies House deadline. For most private limited companies, annual accounts are due within nine months of the end of the company’s financial year. The same filing deadlines and late filing penalties apply to dormant accounts as to other company accounts.

If you are unsure whether your company should be treated as dormant, it is worth checking this before filing because filing dormant accounts when the company has actually had significant transactions could result in the wrong type of accounts being submitted.

If you want to understand the difference between your Companies House obligations and your obligations to HMRC, you may also find this guide on whether you have to file dormant accounts with HMRC useful.

What is the dormant company accounts form?

The traditional paper form used for dormant company accounts is called AA02 – Dormant Company Accounts. Companies House states that the AA02 form can be used by a company limited by shares that has never traded and where the only transaction is the issue of subscriber shares when the company was incorporated.

However, it is important not to assume that every dormant company should simply complete an AA02 form.

For example, if your company previously traded and then stopped trading, it may be dormant now, but the paper AA02 form is not necessarily appropriate. Companies House specifically states that the paper AA02 form is not suitable for a company that became dormant after trading. In that situation, you need to prepare the appropriate dormant accounts and file them with Companies House.

For many companies, filing online is easier than completing a paper form. Companies House currently allows dormant accounts to be filed through its WebFiling service, and dormant accounts can also be filed using suitable commercial accounting software.

So, when someone asks for the “dormant company accounts form”, the answer depends on the circumstances of the company. AA02 is the paper dormant accounts form for certain companies that have never traded, but online filing is often the simpler option.

Another important point is that dormant accounts are not the same thing as a confirmation statement. Your company normally needs to file both. The confirmation statement provides Companies House with information about the company, such as its directors, shareholders and people with significant control, while the dormant accounts deal with the company’s financial information.

Can I do my own dormant company accounts?

Yes, in many cases you can file your own dormant company accounts without using an accountant.

Dormant accounts are considerably simpler than accounts for a company that is actively trading, particularly where the company has genuinely had no significant transactions. Companies House provides an online filing service that allows company directors to submit dormant accounts themselves.

If you decide to do it yourself, you should first check the company’s filing deadline and make sure the company really is dormant for the period covered by the accounts. You should also check the company’s Companies House record to make sure that the registered office, directors and other company information are correct.

You will need your Companies House authentication code to file online. If you have lost the code, Companies House can send a reminder to the company’s registered office, but the code cannot simply be given to you by telephone or email for security reasons.

One of the main advantages of doing your own dormant accounts is cost. If the company is genuinely dormant and its circumstances are straightforward, there may be little reason to pay an accountant simply to enter basic information into the Companies House filing system.

However, the fact that a company is described as “dormant” does not automatically mean that its accounting position is simple. For example, the company may have outstanding loans, money owed by or to directors, assets, shares, previous trading activity or other transactions that need to be considered.

This is where getting an accountant to check the position can be worthwhile. The accountant can establish whether the company qualifies for dormant accounts, prepare the appropriate accounts and make sure the correct filing is submitted.

If you are considering whether professional help is worthwhile, our guide on how much accountants charge for year-end accounts in the UK explains the factors that normally affect the cost.

When do dormant company accounts need to be filed?

Dormant company accounts have to be filed by the same type of Companies House deadline that applies to other annual accounts.

For a private limited company, annual accounts are generally due nine months after the end of the company’s financial year. The first accounts have a different deadline and are generally due 21 months after the date the company was incorporated.

For example, if your company’s accounting year ends on 31 March, its annual accounts would normally need to reach Companies House by 31 December.

It is important not to assume that because the company has not traded, the deadline does not matter. Companies House can issue a late filing penalty even where the company has no income and has been completely dormant.

You can read more about this in our guide to HMRC and Companies House late filing penalties.

Do I have to file a confirmation statement if my company is dormant?

Yes. A dormant company normally still has to file a confirmation statement with Companies House.

The confirmation statement is separate from the dormant accounts. It is used to confirm that the information Companies House holds about your company is correct, including information about its directors, shareholders and people with significant control.

Therefore, keeping a company dormant does not mean you can simply leave it alone. You need to continue meeting its Companies House filing obligations unless the company is formally closed or another exemption applies.

Do I have to file dormant accounts with HMRC?

This is where things can become confusing because being dormant for Companies House and being dormant for Corporation Tax are related but not exactly the same thing.

A company that is dormant for Corporation Tax may not need to submit a Company Tax Return while it remains dormant, but HMRC may need to be told that the company is dormant for Corporation Tax purposes. Companies House accounts are still required even when a company is dormant.

The important point is that filing dormant accounts with Companies House does not automatically deal with every HMRC obligation. You should check the company’s position with HMRC separately, particularly if the company previously traded or HMRC has issued a notice to file a Company Tax Return.

If the company starts trading again, you also need to tell HMRC and deal with the Corporation Tax requirements that arise from restarting the business.

Is it worth using an accountant for dormant company accounts?

For a genuinely simple dormant company, filing the accounts yourself can be perfectly reasonable. The Companies House online service is designed to allow company directors to submit dormant accounts without having to employ an accountant.

However, if you are not sure whether the company is actually dormant, if it previously traded, or if there are transactions involving directors, loans, assets or other balances, getting an accountant to look at the accounts can save you from filing the wrong information.

An accountant can also help you keep on top of the other responsibilities of the company, including confirmation statements, Corporation Tax matters and the eventual process of closing the company if you no longer need it.

The most important thing is not simply whether you can file dormant accounts yourself, but whether the company genuinely qualifies for them and whether all of its filing obligations are being dealt with correctly.

Final thoughts

Filing dormant company accounts is usually much easier than preparing accounts for an active business, and many directors can complete the process themselves using Companies House online services. You should first establish that the company is dormant, check the filing deadline and make sure you are using the correct type of accounts.

The AA02 is the traditional dormant company accounts form, but it is specifically intended for certain companies that have never traded. If your company previously traded and has now become dormant, you may need to prepare different dormant accounts instead.

Most importantly, remember that a dormant company still has ongoing responsibilities. You normally need to file annual accounts and a confirmation statement with Companies House, and you may also have separate obligations to HMRC.

If you are unsure whether your company qualifies as dormant or you simply want someone to deal with the filing for you, using an accountant can make the process much easier and reduce the risk of missing an important filing requirement.

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