Do Dormant Companies Need to File a Confirmation Statement?

Yes. A dormant UK limited company must still file a confirmation statement with Companies House at least once every 12 months, even if it has never traded, has no income, and has no business activity. Dormant status does not remove a company’s statutory filing obligations. While a dormant company may qualify to file simpler annual accounts, it must still confirm that its registered details are accurate and up to date.

This distinction matters for founders who have registered a company but have not started trading, entrepreneurs who have paused operations, and international business owners who maintain a UK company for future use. Missing a confirmation statement can create compliance problems and, in some circumstances, contribute to the company being struck off the register. The safest approach is to understand which filings remain necessary and keep track of their deadlines, regardless of whether the business is active.

What Is a Confirmation Statement?

A confirmation statement is a Companies House filing used to confirm that the information held about a company is correct as at a specified date. It is filed using Form CS01, usually through the Companies House online service. If any relevant information has changed, the company may need to update those details separately or ensure the appropriate changes are reported as part of the filing process.

A confirmation statement helps Companies House maintain an accurate public register of UK companies. Depending on the company’s circumstances, the information it confirms may include:

• The company’s registered office address.
• Details of its directors and company secretary, where applicable.
• Information about shareholders and share capital.
• People with Significant Control (PSCs).
• The company’s registered email address.
• The statement of capital and relevant shareholder information.
• Information about the company’s intended lawful activities.

Not every item is necessarily changed or re-entered during every filing. The purpose is to ensure that the company’s information is accurate and that any required updates have been dealt with. A confirmation statement is different from annual accounts and tax returns. It is a separate Companies House compliance requirement, not a declaration that the company has earned income or paid its taxes.

Why Must a Dormant Company File a Confirmation Statement?

Companies House requires companies to file confirmation statements regardless of whether they are trading. A company may be dormant because it has not yet launched, has temporarily suspended its operations, or has stopped trading while its owners decide what to do next. None of these situations automatically removes the confirmation statement requirement. There are three main reasons the obligation continues.

1. Companies House must maintain accurate records

Even without business activity, a company remains a legal entity until it is dissolved. Its directors, shareholders, registered office and other statutory details may change while it is dormant. The confirmation statement helps ensure the public register reflects the company’s current position.

For example, a founder might register a company in preparation for a future e-commerce business but postpone the launch for a year. The company may have no sales or operating income, yet its registered address or ownership details could still change. The company must continue meeting its filing obligations while it exists.

2. Dormancy does not mean the company has ceased to exist

A dormant company is not the same as a dissolved company. Dormancy generally describes a company that has no significant accounting transactions during the relevant period for Companies House purposes. The company remains registered and can potentially resume trading later.

Dissolution, by contrast, means the company has been removed from the register and no longer exists as a company in the ordinary legal sense. As long as a company remains registered, its applicable statutory obligations continue. Dormancy is not a substitute for formally closing the company.

3. Confirmation statements and annual accounts serve different purposes

Some founders assume that filing dormant accounts is enough to satisfy Companies House. It is not. Annual accounts report financial information for the relevant accounting period. A confirmation statement checks the company’s registered information. A dormant company will generally need to deal with both obligations:

• Confirmation statement: Confirms the company’s registered details.
• Annual accounts: Reports the company’s financial position in the required format.

The filing requirements are separate, and completing one does not automatically complete the other.

What Is the Deadline for a Dormant Company’s Confirmation Statement?

A dormant company must file at least one confirmation statement during every 12-month review period. The deadline is based on the company’s confirmation statement date, not on whether it has traded or earned money.

• First confirmation statement: The review period begins on the company’s incorporation date.
• Subsequent statements: The next review period runs from the confirmation statement date recorded for the previous filing.
• Filing window: You can file up to 14 days after the review period ends.

Companies House publishes the company’s confirmation statement date and filing deadline on its online register. You can check these details using the Companies House company information service.

For example, imagine a company incorporated on 10 March 2026 that has not started trading. Its first confirmation statement review period runs for 12 months from incorporation. The company must check its specific filing deadline on the register and submit its statement within the permitted period, even if nothing has happened since registration. Do not assume that a lack of activity pauses the deadline. Companies House does not automatically extend the filing period because a company is dormant.

How Much Does a Dormant Company Pay to File a Confirmation Statement?

Dormant companies pay the same statutory confirmation statement fee as other companies. As of October 2026, the fees are:

These are Companies House filing fees, not accounting fees. If you use an accountant or company management service to prepare or submit the statement, that provider may charge an additional amount.

The annual fee is generally payable with the first confirmation statement in the relevant 12-month payment period. Filing another statement within that same payment period does not normally mean paying the fee again. The payment period and the confirmation statement review period are related but distinct. For a founder maintaining a company that is not yet generating revenue, the £50 digital filing fee is a cost worth including in the company’s annual compliance budget. You can check the latest charges in the official Companies House fee schedule.

How to File a Confirmation Statement for a Dormant Company

Filing a confirmation statement is usually straightforward when the company’s records are accurate and its directors have access to the necessary Companies House accounts.

Step 1: Check the company’s filing deadline

Search for the company using its name or company registration number on the Companies House register. Review the confirmation statement date and filing deadline. Check whether a previous statement is overdue before attempting to file the next one.

Step 2: Review the company’s registered details

Before submitting the statement, check the information Companies House holds about the business, including:

• Registered office address.
• Director and company secretary details, where applicable.
• Shareholders and share capital.
• People with Significant Control.
• Registered email address.
• SIC code, which identifies the company’s business activity.
• Relevant information about shares and shareholder rights.

A dormant company’s details can become outdated even when it has no business transactions. For example, a director might move overseas or the company might change its registered office address during a period of inactivity.

Step 3: Make any necessary updates

A confirmation statement does not replace every notification that a company must make to Companies House. Some information can be updated through the confirmation statement, including certain details relating to the SIC code, share capital and shareholder information. Other changes, such as a director appointment or a registered office change, generally need to be reported separately using the appropriate Companies House process. Make sure required changes are reported rather than assuming the confirmation statement alone will update everything.

Step 4: Complete the confirmation statement

Use the appropriate Companies House online filing service or submit Form CS01 on paper. You will generally need the company number and the relevant account or authentication details. Depending on the filing route and the company’s circumstances, identity verification requirements may also apply.

Companies House has introduced identity verification requirements for company directors and other relevant individuals. Check that the required personal codes are available before starting the filing process. You can begin through the official confirmation statement filing service.

Step 5: Pay the fee and retain confirmation

Complete the submission and pay the applicable fee if one is due. Keep a copy of the submission confirmation and update your compliance calendar with the next filing date. For founders managing several companies, maintaining a separate deadline record for each company helps prevent a dormant business from being overlooked.

What Happens If a Dormant Company Does Not File?

Failure to file a confirmation statement can have consequences even when a company has no trading activity. Companies House may impose a financial penalty and may take steps to strike the company off the register. The maximum penalty for failing to file a confirmation statement can be £5,000. The consequences may be particularly disruptive for founders who intend to use the company later.

The company could be struck off

If Companies House believes a company is no longer operating or meeting its obligations, it may begin strike-off proceedings. A dormant company can therefore face removal from the register despite having no outstanding trading activity. Dormancy is not, by itself, a reason for Companies House to disregard missing filings.

Restoring the company may become necessary

If the company is struck off and the former owners later need it again, restoration may be possible in certain circumstances. However, restoration involves additional requirements, time and costs. It may also become more complicated if the company held assets, had outstanding obligations or failed to complete other statutory filings.

Future business plans could be delayed

Consider an overseas entrepreneur who incorporated a UK company to prepare for a future launch. The founder leaves it dormant for two years and overlooks the confirmation statement deadline. If the company is struck off, the founder may need to resolve the position before using that same legal entity for the planned business. Keeping up with basic filings is generally simpler than dealing with the consequences of neglect.

Dormant for Companies House vs Dormant for HMRC

One of the most important distinctions for company owners is that Companies House and HMRC use different definitions of dormancy. A company can be dormant for Corporation Tax purposes but still have to file its confirmation statement and annual accounts with Companies House.

For Companies House purposes, certain transactions can be disregarded when determining whether a company is dormant. These include the payment of Companies House filing fees and certain payments connected with the original issue of shares. However, a company should not assume that every transaction is insignificant simply because it has not made a sale.

For Corporation Tax, HMRC considers a different range of activities. Buying or selling, renting property, employing people and receiving interest can affect whether a company is treated as dormant for tax purposes. If you believe your company is dormant, check its position separately with Companies House and HMRC.

What Other Filing Obligations Does a Dormant Company Have?

A confirmation statement is only one part of maintaining a dormant limited company.

Annual accounts

A dormant limited company generally must file annual accounts with Companies House. If it meets the relevant conditions, it may be able to submit simpler dormant accounts instead of full accounts. The deadline is normally the same as for other companies. Dormant status does not automatically provide additional time or remove late filing penalties.

Corporation Tax and Company Tax Returns

A company that qualifies as dormant for Corporation Tax may not need to pay Corporation Tax or submit further Company Tax Returns after HMRC has been informed and has accepted its dormant status.

However, if HMRC has issued a notice to deliver a Company Tax Return, the company must generally file the requested return unless HMRC withdraws that requirement. Do not assume that filing dormant accounts at Companies House automatically tells HMRC that the company is dormant.

VAT and PAYE

A dormant company that remains VAT-registered may still need to submit nil VAT returns if it intends to restart trading. If it does not intend to trade again, it may need to deregister for VAT. If the company previously employed staff, it should also review whether its PAYE arrangements need to be closed.

The correct steps depend on the company’s actual circumstances, so founders should check the relevant HMRC requirements rather than relying on dormancy as a blanket exemption.

Practical Compliance Checklist for Dormant Companies

Use this checklist to keep a dormant UK limited company in good standing:

• Check the company’s confirmation statement deadline.
• Review the registered office, directors, shareholders and PSC information.
• Confirm that the registered email address is correct and monitored.
• Complete and submit the confirmation statement on time.
• Pay the applicable Companies House fee.
• Prepare and file annual accounts, using dormant accounts if eligible.
• Check whether HMRC expects a Company Tax Return.
• Review any VAT or PAYE obligations.
• Keep filing confirmations and relevant company records.
• Set reminders for the next confirmation statement and accounts deadlines.

For international founders who manage a UK company from abroad, the practical challenge is often not the complexity of the filing but remembering that the obligation continues even when the business is inactive. A reliable compliance calendar or company management platform, such as IncorpUK, can help founders organise company information and keep track of routine responsibilities.

Frequently Asked Questions

1. Do dormant companies need to file a confirmation statement every year?

Yes. Every UK limited company must file a confirmation statement at least once every 12 months, including companies that have never traded or currently have no business activity.

2. Do I need to file a confirmation statement if nothing has changed?

Yes. You must file even if all the company’s details remain unchanged. The statement confirms that the information held by Companies House is accurate and up to date.

3. Do dormant companies have to pay the confirmation statement fee?

Yes. As of October 2026, the fee is £50 for online or software filing and £110 for paper filing. The fee is generally payable with the first statement in the relevant 12-month payment period.

4. Can a dormant company file dormant accounts instead of a confirmation statement?

No. Dormant accounts and confirmation statements are separate filings. A company that qualifies to file dormant accounts must still submit its confirmation statement.

5. Does a dormant company need to pay Corporation Tax?

Not necessarily. A company that qualifies as dormant for Corporation Tax may not have to pay Corporation Tax. However, it must comply with any Company Tax Return notice issued by HMRC and meet its other applicable obligations.

6. What happens if I forget to file a dormant company’s confirmation statement?

Companies House may impose a financial penalty and may begin proceedings to strike the company off the register. The maximum penalty for failing to file a confirmation statement can be £5,000.

7. Can I file a confirmation statement before the deadline?

Yes. You can file early. However, filing early establishes a new confirmation statement date, so check how this affects your next review period and deadline.

8. Do overseas company owners have to file confirmation statements?

Yes. A UK limited company must meet its filing obligations regardless of whether its directors or shareholders live in the UK or abroad. International owners should make sure they can access the company’s filing details and receive important Companies House correspondence.

9. Can I stop filing confirmation statements if I no longer need the company?

Not simply by leaving it dormant. If you no longer intend to use the company, you may wish to consider whether voluntary strike-off is appropriate. Before applying, check that the company meets the eligibility conditions and has dealt with relevant assets, liabilities and other obligations.

Conclusion

Dormant UK limited companies must continue filing confirmation statements with Companies House. Having no income, no customers or no trading activity does not remove the requirement. The key is to treat dormancy as a status, not an exemption from company compliance. Check your confirmation statement deadline, keep registered information accurate, submit annual accounts and review any separate HMRC obligations.

For founders who intend to restart their business later, staying compliant helps preserve the company as a usable business structure and reduces the risk of unnecessary penalties or strike-off proceedings. A few minutes spent checking deadlines and maintaining accurate records can prevent a dormant company from becoming an avoidable administrative problem.