Quick summary
"Dormant" is a Corporation Tax status HMRC applies when a company has had no significant accounting transactions in a period. It has nothing to do with a company's legal or Companies House obligations. A dormant Resident Management Company still needs a confirmation statement, accurate records, and can still be struck off for failing to file, exactly like an active one. Companies House is explicit about it: every company, including dormant and non-trading companies, must file a confirmation statement at least once every year.
Someone on the board mentions the company's "dormant," and it quietly gets treated as shorthand for "nothing to do here." It's an understandable read of the word. It's also not what it means, and it's a surprisingly expensive misunderstanding to leave uncorrected.
What "dormant" is actually for
Dormant is a Corporation Tax classification: broadly, a company that's had no significant accounting transactions in the period, beyond a narrow list of exceptions like paying for its own incorporation or filing fees. It exists to let a genuinely inactive company file simplified accounts rather than full statutory ones. That's the entire scope of what it changes.
What doesn't change when you're dormant
- The confirmation statement is still due every year. Dormancy is a tax status; confirming your company's details with Companies House is a completely separate obligation with its own deadline.
- The company's records still need updating. Directors, members, the people who actually control it, none of that pauses just because the company isn't trading.
- Strike-off risk still applies. Companies House doesn't check whether you're dormant before starting to remove a company from the register, it checks whether you've filed what's due. More on that in our guide on checking your strike-off risk.
- Directors' duties still fully apply. See our guide to what those duties actually mean day to day.
- Real transactions can mean you're not actually dormant. If the company is collecting service charges, holding a sinking fund, or paying contractors, that's activity, and "dormant" may simply be the wrong label, worth checking with whoever prepares the accounts.
Why a managing agent might suggest dormancy
Often it's entirely legitimate, simplified accounts genuinely cost less to prepare. Where it goes wrong is if it gets framed as "so you don't have to do anything," rather than "your accounts get simpler, everything else stays the same." Worth asking directly what specifically changes if it's suggested to you.
A quick self-check
Still filing the confirmation statement on time? Records actually current? Any real money moving through the company account, service charges, a sinking fund, contractor payments, that would make "dormant" the wrong description in the first place? If any of those give you pause, it's worth a conversation with whoever handles the accounts before assuming the label still fits.
Dormant does not mean dormant records. The register of members still has to be right: the one register you still have to keep.
Dormancy changes what accounts you file. It does not switch off the confirmation statement: nothing's changed, do you still file.
Frequently asked questions
Does dormant mean we don't need a confirmation statement?
No. Confirmation statements are unrelated to Corporation Tax status and are due every year regardless of whether the company is dormant or active. See our step-by-step filing guide either way.
Can a dormant company still be struck off?
Yes. Strike-off is about failing to file what's due, not about whether a company happens to be dormant. A dormant company that files its confirmation statement and accounts on time is at no more risk than an active one filing correctly.
Who decides if a company counts as dormant?
HMRC, based on the Corporation Tax definition around significant accounting transactions. It isn't something a managing agent can simply declare informally, and it's worth checking with an accountant if you're not certain it still applies.