Do Non-Trading Companies Need a Confirmation Statement?

Yes. A non-trading UK limited company must still file a confirmation statement with Companies House at least once every 12 months, even if it has no customers, generates no revenue, and has not started business operations. Not trading does not mean a company is exempt from its statutory filing obligations. As long as the company remains registered, it must continue meeting applicable Companies House requirements, including filing its confirmation statement and annual accounts.

This is particularly important for entrepreneurs who have incorporated a company ahead of a business launch, founders who have temporarily paused operations, and overseas business owners maintaining a UK company for future use. The key is to understand the difference between a non-trading company, a dormant company and a dissolved company. These terms are related, but they do not mean the same thing, and the distinction can affect your filing responsibilities.

What Is a Confirmation Statement?

A confirmation statement is a Companies House filing that confirms the information held about a registered company is accurate as of a specified date. It is submitted using Form CS01 or the relevant online filing service. Its purpose is to help maintain an accurate public register of UK companies. Depending on the company's circumstances, the information reviewed may include:

• The registered office address.
• Details of directors and any company secretary.
• Shareholders and share capital.
• People with Significant Control (PSCs).
• The registered email address.
• The company's Standard Industrial Classification (SIC) code.
• Relevant information about shareholdings and shareholder rights.

If nothing has changed, the company must still submit the confirmation statement. If information is incorrect or has changed, the company should make the necessary updates using the appropriate Companies House process. A confirmation statement is not a financial report. It does not show how much money a company has earned, confirm that its taxes have been paid, or replace annual accounts.

What Does It Mean for a Company to Be Non-Trading?

A non-trading company is generally a company that is not currently carrying on business activities. For example, it may have been incorporated but not yet launched, or its owners may have paused operations. There is no single rule that makes every non-trading company exempt from other obligations. Its position depends on the activities it carries out, the transactions it records and the requirements of the relevant authority. Common examples include:

• A startup incorporated months before its planned launch.
• A consulting company whose owner has temporarily stopped accepting clients.
• An e-commerce company that has not yet opened its online store.
• A company maintained for a future business venture.
• A business that has ceased trading but has not been formally closed.

A company can have no sales and still have transactions or responsibilities that matter for accounting and tax purposes. Paying professional fees, holding assets, receiving interest or dealing with outstanding liabilities may affect how its position should be assessed. For this reason, non-trading should not automatically be treated as equivalent to dormant.

Non-Trading vs Dormant vs Dissolved: What Is the Difference?

Understanding these three terms helps company owners avoid filing mistakes.

Non-trading company

A non-trading company is not currently conducting business, but it may still have financial transactions, assets or administrative activity. It remains registered and must continue meeting applicable filing requirements.

Dormant company

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 payment of Companies House filing fees, can be disregarded under the relevant rules. Dormancy for Corporation Tax purposes is assessed separately by HMRC. A company can be dormant for one purpose without necessarily meeting the same definition for another.

Dissolved company

A dissolved company has been removed from the Companies House register and no longer exists as a company in the ordinary legal sense. It is no longer in the same position as a registered non-trading company. A company does not become dissolved simply because it stops trading. If the owners want to close it, they must consider the appropriate formal process, such as voluntary strike-off where eligible. The practical distinction is straightforward: if your limited company is still registered, you should not stop filing confirmation statements simply because it is not trading.

When Is a Non-Trading Company's Confirmation Statement Due?

A company must file a confirmation statement at least once every 12 months. The filing deadline is linked to its confirmation statement review period, not to its trading status. For a first confirmation statement, the review period begins on the company's incorporation date. For subsequent statements, it runs from the confirmation statement date on the previous filing. You can submit the statement up to 14 days after the review period ends. Filing early is also permitted, but it starts a new review period.

For example, suppose a company was incorporated on 15 February 2026 and has not started trading. Its first review period runs for 12 months from incorporation. The director should check the company's record at Companies House for the precise confirmation statement date and deadline, then file within the permitted period. How to check the deadline:

1. Visit the Companies House company information service.
2. Search using the company name or registration number.
3. Open the company's record and review its filing history and confirmation statement information.
4. Set a reminder well before the deadline.

Do not rely on the date you last checked the company record or assume that inactivity extends the deadline.

How Much Does a Non-Trading Company Pay?

The confirmation statement fee is the same whether the company is trading, non-trading or dormant. As of October 2026, Companies House charges:

The fee is generally charged with the first confirmation statement filed in the relevant 12-month payment period. If a company submits another statement within that same payment period, it does not normally pay the fee again. For a company that has yet to generate revenue, this is a predictable compliance cost worth budgeting for alongside annual accounts and any professional fees. The latest charges are available in the official Companies House fee schedule.

How to File a Confirmation Statement for a Non-Trading Company

Filing is usually straightforward if the company information is accurate and the person responsible has the necessary access credentials.

1. Check the company's details

Review the public Companies House record and verify the information held about the company. Pay particular attention to the registered office, directors, shareholders, people with significant control and registered email address.

A non-trading company can still have changes to report. For example, its director may move abroad or the company may appoint a new director while the business remains inactive.

2. Update incorrect or outdated information

Some changes can be reported through a confirmation statement, including certain shareholder details, the statement of capital and the company's SIC code. Other changes must be reported separately using the appropriate Companies House filing. For example, a change of registered office or a director appointment should not be left unreported simply because the company has no business activity.

3. Prepare the filing

Use the appropriate Companies House online service or submit Form CS01 by post. The online service may not be available for every company structure or situation, so check which filing route applies. You will generally need the company number, authentication details and access to the relevant Companies House account. Directors should also check whether any required identity verification steps or personal codes need to be completed.

Companies House now requires companies to provide a registered email address if one has not already been supplied. This email address is not published on the public register, but it must be monitored because Companies House uses it to contact the company.

4. Confirm the information and submit

Review the information carefully before completing the filing. You must also confirm that the company's intended future activities are lawful. Submit the statement and pay the applicable fee if one is due. Keep the submission confirmation with the company's records and update your compliance calendar with the next deadline. You can start with the official confirmation statement filing service.

What Happens If a Non-Trading Company Fails to File?

Companies House does not waive confirmation statement requirements simply because a company is inactive. If the company fails to file, there are two important risks.

Financial penalties and enforcement

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

The company may be struck off

A company that stops trading but remains registered must continue meeting its statutory obligations. Failure to file required documents can lead to strike-off proceedings. This can cause difficulties if the owner later wants to restart the business, use the existing company for contracts or deal with assets held in its name. Restoration may be possible in some circumstances, but it can involve additional procedures, time and cost.

Consider a founder who registered a UK company for an online business but postponed the launch for two years. If the founder ignores confirmation statements during that period, the company could face compliance action before the business even begins operating. Maintaining a dormant or non-trading company is often simpler than dealing with the consequences of missed filings.

What Other Obligations Apply to Non-Trading Companies?

A confirmation statement is only one part of a company's compliance responsibilities. Owners should review the following separately.

Annual accounts

All limited companies generally need to file annual accounts with Companies House, including companies that do not trade. A company that meets the conditions for dormant accounts may be able to submit a simpler set of accounts. The usual filing deadlines and late filing penalties still apply.

Corporation Tax and Company Tax Returns

A company may qualify as dormant for Corporation Tax purposes if it has no relevant business activity or income. Once HMRC has been told that the company is dormant, further Company Tax Returns may not be required unless HMRC issues another notice to deliver a return. If HMRC has already issued a notice to deliver a Company Tax Return, the company should not assume that it can ignore the notice merely because it has stopped trading.

VAT and PAYE

A non-trading 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, its directors should also check whether its PAYE scheme should be closed. The correct approach depends on the company's history and current registrations. Companies House filings do not automatically notify HMRC of every relevant change.

Should You Keep a Non-Trading Company or Close It?

If you expect to use the company soon, maintaining it may make sense. If it has no future purpose, formal closure may be worth considering. Keeping the company may be appropriate if:

• You are preparing to launch a business.
• You expect to resume trading after a temporary pause.
• You want to preserve the existing company structure.
• The company has assets, contracts or other matters that make closure unsuitable.

Closing the company may be worth considering if:

• You no longer intend to use it.
• It has stopped trading and has no ongoing purpose.
• It meets the eligibility requirements for voluntary strike-off.
• You have reviewed outstanding liabilities, assets, tax obligations and other relevant matters.

Voluntary strike-off is not suitable for every company, and simply ceasing to trade is not the same as closing it. Check the relevant conditions before applying. For international founders managing a UK company remotely, a compliance calendar or company management platform such as IncorpUK can help organise key filing dates and company records. The important point is to have a reliable process for monitoring obligations even when the company is inactive.

Frequently Asked Questions

1. Do non-trading companies need to file a confirmation statement every year?

Yes. Every registered UK limited company must file a confirmation statement at least once every 12 months, whether it is trading, dormant or waiting to launch. The requirement continues for as long as the company remains registered.

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

Yes. You must submit the statement even if the company's directors, shareholders, registered office and other details remain unchanged. The filing confirms that the information held by Companies House is accurate.

3. Is a non-trading company automatically considered dormant?

No. Non-trading and dormant are not interchangeable terms. A company might have no sales but still carry out transactions that prevent it from qualifying as dormant for Companies House purposes. HMRC also applies a separate test for Corporation Tax dormancy.

4. How much does a confirmation statement cost for a non-trading company?

As of October 2026, the fee is £50 for online or software filing and £110 for paper filing. The same statutory fees apply to trading and non-trading companies.

5. Can a non-trading company file dormant accounts?

Yes, if it meets the relevant conditions for dormant accounts under Companies House rules. However, filing dormant accounts does not replace the confirmation statement. The company must still meet both requirements.

6. Does a non-trading company have to pay Corporation Tax?

Not necessarily. A company that qualifies as dormant for Corporation Tax purposes may not have to pay Corporation Tax. However, it must comply with any outstanding HMRC filing notices and check whether other tax obligations apply.

7. What happens if I forget to file my confirmation statement?

Companies House may impose a financial penalty and may take steps to strike the company off the register. The maximum penalty can be £5,000. The fact that the company has no revenue does not remove this risk.

8. Can I file a confirmation statement early?

Yes. You do not have to wait until the end of the review period. However, filing early starts a new review period, so check how this affects the company's next filing date.

9. Do overseas directors need to file confirmation statements for UK companies?

Yes. A UK limited company must comply with Companies House filing requirements regardless of where its directors or shareholders live. Overseas owners should ensure they can access the company's filing details and receive official correspondence.

Conclusion

Non-trading UK limited companies must continue filing confirmation statements while they remain registered. Having no customers, no revenue or no immediate plans to trade does not remove the requirement. The most important steps are to check the filing deadline, keep company information accurate, submit the confirmation statement on time and maintain separate annual accounts and tax compliance processes.

If you intend to use the company in the future, keeping its records in order can help avoid unnecessary penalties, strike-off proceedings and restoration costs. If you no longer need it, consider whether formal closure is appropriate rather than leaving it inactive indefinitely. A non-trading company may have little day-to-day activity, but its compliance responsibilities do not disappear.