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Company formations
What is a dormant company?

A company is dormant if it has had no 'significant accounting transactions' during the period.

When considering if a company is dormant you can disregard the following financial transactions:
  • payment for shares taken by subscribers to 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
  • payment 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 the dormant company audit exemption if it is:
(a) an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company.
(b) 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 exemptions 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 or would have qualified as small but for the fact that it is:
  • a public company
  • a person (other than a small company [for financial years ending on or after 31st December 2006]) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
  • a small company that is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company (only applies to financial years ending on or after 31st December 2006) or a person who carries on insurance market activity.
What information must dormant accounts contain?

Dormant accounts filed at Companies House need not include a profit-and-loss account or directors' report.
Unaudited dormant accounts are much simpler than those of a trading company but must show:
  • an abbreviated balance sheet containing statements above the director's signature to the effect that the company was dormant throughout the accounting period. ;
  • any previous year's figures for comparison - even though there are no items of income or expenditure for the current year;
  • certain notes to the balance sheet


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