Accountant For A Limited Company

How to Restart a Dormant Company?

To restart a dormant UK limited company, tell HMRC your business is trading again, re-register for Corporation Tax, file statutory accounts with Companies House within nine months of your year-end, and submit a Company Tax Return to HMRC within twelve months. The company stays on the Companies House register throughout dormancy, so you are restarting activity rather than re-incorporating.

How to Restart a Non-trading or Dormant Company - GoForma Limited Company | UK Accountants & Tax Advisors
This article is part of our Accountant For A Limited Company guide — your essential resource for running a limited company.

Key takeaways

  • Restarting a dormant company means telling HMRC you are trading again and re-registering for Corporation Tax; the company itself stays on the Companies House register throughout.
  • Statutory accounts must reach Companies House within nine months of your year-end, and Corporation Tax is due within nine months and one day.
  • A Company Tax Return must be filed with HMRC within twelve months of the year-end, using full statutory accounts.
  • You keep the same Companies House accounting reference date; your Corporation Tax accounting period starts from the day you resume trading.
  • You can return to dormant status later by stopping trading and filing simplified dormant company accounts.

What is a Dormant Company?

A dormant company is one that has no significant financial transactions during a specific accounting period. This includes no sales, purchases, or any other business activities that would typically be reflected in financial statements. Essentially, it's a company that exists on paper but remains inactive in terms of business activities. Dormant companies still have legal obligations, such as filing annual returns and accounts.

Process to Restart a Dormant Limited Company:

Restarting a dormant company involves a structured process. Follow these steps to breathe life back into your business:

  1. Tell HMRC that your business has restarted trading by registering for Corporation Tax again. Sign in to your business tax account and follow the guidance to register.
  2. Send accounts to Companies House within 9 months of your company’s year end. Timely submission is crucial to meeting statutory obligations and avoiding penalties.
  3. Pay any Corporation Tax due within 9 months and 1 day of your company’s year end. Clearing this payment promptly ensures compliance with tax regulations and keeps your financial record clean.
  4. Send a Company Tax Return with HMRC - Within 12 months of your company's year end, submit a comprehensive Company Tax Return to HMRC. This should include full statutory accounts, providing a detailed overview of your company's financial activities during the year.

Deadlines for Company Accounts and Returns

When reactivating a dormant company, it's crucial to be aware of the deadlines for filing accounts and returns. Failure to meet these deadlines can result in financial penalties.

Even your company was dormant, you must have sent accounts to Companies House each year. This keeps your reporting dates same for annual returns and accounts.

Your Corporation Tax accounting period is different. It stats when your company restarts its business activities.

Here's what you can do:

  1. Maintain Your Company's Accounting Reference Date: Keep your company's accounting reference date unchanged with Companies House.
  2. Prepare Statutory Accounts as Usual: Create statutory accounts covering the regular 12 months leading up to your accounting reference date.
  3. Submit Accounts to Companies House and Use Them for Tax Return: Send these accounts to Companies House and utilize them to complete your Company Tax Return.

By following these steps, your Companies House accounting reference date and the end of your Corporation Tax accounting period will align.

Example:

Imagine your non-trading or dormant company's accounting reference date is 30 September. You decide to resume business activities on 1 May.

Create a set of statutory accounts for the standard period, spanning from 1 October to 30 September.

Submit your accounts to Companies House, along with your Company Tax Return covering the period from 1 May to 30 September, which you send to HMRC.

From now on, you'll need to complete accounts and a Company Tax Return annually, covering the period from 1 October to 30 September.

If I Make My Dormant Company Active, Can I Make It Dormant Again?

Yes, you can revert your company to dormant status if business circumstances change. When a company is dormant, HMRC doesn't demand any tax payments. Plus, there's no need to deal with company tax returns during dormancy.

Even if your company is dormant, filing annual statutory accounts with Companies House is a must. The good news? You don't have to submit full-blown accounts. Just a simplified version, known as dormant company accounts will be suffice.

Need Help Restarting a Dormant Limited Company?

While restarting a dormant company can be a rewarding endeavor, handling the legalities and paperwork requires diligence. To ensure a seamless transition and stay compliant with regulations, consider hiring experienced limited company accountants. Their expertise will not only simplify the process but also provide valuable insights for the future success of your revived business. Make the journey from dormancy to activity a well-informed and strategic one with professional guidance.

Frequently asked questions

What is a dormant company?

A dormant company is one with no significant financial transactions in an accounting period. It has no sales, purchases, or other trading activity, so it sits inactive on the Companies House register. Dormant companies still file annual statutory accounts and a confirmation statement, but they use simplified dormant accounts rather than full trading accounts.

How do I tell HMRC my dormant company is trading again?

Sign in to your business tax account on GOV.UK and re-register for Corporation Tax. HMRC treats the day you resume trading as the start of your new Corporation Tax accounting period, so the re-registration date matters. You must notify HMRC within three months of the first trading activity, otherwise you risk a late-notification penalty.

Do I still need to file accounts for the dormant period?

Yes. Even while dormant, your company should have filed simplified dormant accounts with Companies House each year. If any of those were missed, you need to file the overdue accounts and pay any late-filing penalties before or alongside reactivating. Missing filings can lead to the company being struck off the register, which is harder to reverse.

What are the deadlines after restarting a dormant company?

Statutory accounts are due to Companies House within nine months of your company's year-end. Corporation Tax is due within nine months and one day. A Company Tax Return is due to HMRC within twelve months of the year-end. Your Companies House accounting reference date stays the same, so keep the same year-end to keep filing deadlines aligned.

What happens to my Corporation Tax accounting period when I restart?

Your Corporation Tax accounting period starts the day you resume trading, not the first day of your statutory accounts year. You may have a shorter first Corporation Tax period that runs from the restart date to your company's accounting reference date, after which it settles back into a normal twelve-month cycle.

Can I make my company dormant again later?

Yes. To return a company to dormant status, stop all trading activity, tell HMRC the company has stopped trading, and file simplified dormant accounts at your next year-end. Close any active VAT or PAYE registrations if you will not use them. A dormant company has no Corporation Tax return obligations but must keep filing annual accounts and a confirmation statement.

Do I need to re-register for VAT when restarting?

Only if your taxable turnover will exceed the VAT threshold of £90,000 in a rolling twelve-month period, or if you expect to exceed it in the next thirty days. If you deregistered for VAT when the company went dormant, you re-register through your business tax account. If you stayed VAT-registered throughout, your existing registration continues.

What if my dormant company was struck off?

If Companies House struck off the company for missed filings, it no longer legally exists and you cannot simply restart trading. You would need to apply for administrative restoration within six years of the strike-off, or apply to court for restoration after that. Once restored, file all missing accounts and confirmation statements before resuming trading.

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