A dormant company in the UK is defined as a company that has had no significant accounting transactions during its financial year. It is not sufficient that the company may not have traded if the company has had any accounting transactions at all with the exception of three specific transactions that are allowed.
Transactions regarded as allowable for the company to retain its dormant company status are the amount received by the company in respect of the first shares issued to the memorandum of association subscribers, the annual filing fee payable to companies house and fines and penalties issued by companies house for non filing of the annual return.
The term dormant company has legal significance quite separate to a company which might be described as a non trading company. The difference being that a non trading company may still have other financial transactions entered into its accounting records which even though not related t trading would disqualify that company as a dormant company and the special rules applicable to a dormant company.
A company may be in a dormant state for a number of reasons such as holding assets or documents or merely protecting a trading name or perhaps plans to start a business have otherwise been delayed.
There is no limit on how long a company can remain dormant however there are procedures which must be followed to avoid fines and keep the company on the companies house register. Every dormant company must retain at least two officers, a director and company secretary.
The directors are responsible for ensuring the dormant company submits the annual return, form 363, each year which contains details of the directors, company secretary, registered office and shareholders. The companies house filing fee of thirty pounds which is reduced to fifteen pounds if the web filing service is used to file the return online.
In addition the directors are also responsible for submitting to companies house a set of financial accounts each year. Failure to submit a set of accounts can result in companies house striking off the company from the company register and would also leave the directors open to penalty fines and a potential criminal prosecution.
If the dormant company is no longer required the directors can arrange for the company to be dissolved by one of two methods dependent upon whether the company has outstanding financial affairs. If the company has no liabilities then it may be able to apply to companies house for a voluntary striking off and dissolution. If the company has outstanding financial affairs then the voluntary liquidation procedures need to be followed.
The annual accounts a dormant company must submit to companies house each year consist of a balance sheet which also contains statutory notes in compliance with the companies act. For a private company the annual accounts must be delivered within 10 months of the financial year end, commonly called the accounting reference date and filed each year thereafter even if the company has never traded.
The accounts of a dormant company can be filed online.
The annual accounts of a private dormant company do not have to be audited if exemption is claimed and would normally consist of an abbreviated balance sheet with the statutory notes. The directors report and profit and loss account are not required. If there has been any accounting transactions that would have appeared in a profit and loss account then the company would be disqualified from being dormant except for the exemptions stated above.
Companies house provide a standard form for the submission of a dormant company accounts. While suitable for companies that have not traded this form may not be suitable for a company that has balance sheet entries from a previous years trading activities when a more detailed balance sheet would be required.
The model set of balance sheets that a dormant might adopt are available from the companies house website and contain the statutory statements that should accompany the annual accounts stating the entitlement to exemptions from detailed accounts and audit and include a statement from the directors that the accounts have been correctly prepared.
The balance sheet must be signed and dated by a director before submission. If the option to file online has not been taken then the annual accounts should be posted either to companies house at Cardiff if the company registered office is situated in England and Wales or to Edinburgh if the registered office is situated in Scotland.
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