AA02 dormant company accounts: who can use it and how to file

Who needs it

• Companies limited by shares that have never traded, where the only transaction has been issuing the subscriber shares.
• Not a company that traded and then stopped. It still files accounts, but not on the AA02.
• Not dormant accounts for a period that began before 6 April 2008, which need an older version of the form.

What you need before you start

• The company number, and the authentication code if you file online.
• The balance sheet figures, normally just the called-up share capital.
• Director approval of the accounts and the director's signature on the paper form.

How to file AA02

1. 1Check the company is dormant for Companies House: no significant transactions in the year. Filing fees, late-filing penalties and money paid for shares on incorporation don't count.
2. 2Check it has never traded. If it has, use another type of accounts.
3. 3Get the accounts approved by the directors.
4. 4File online through Companies House, or complete the AA02 and post it.
5. 5File the confirmation statement as normal. Dormant companies aren't exempt.
6. 6Tell HMRC the company is dormant for Corporation Tax, if it hasn't already written to you saying so.

Dormant for Companies House

Companies House treats a company as dormant if it has had no significant transactions in the financial year. Filing fees paid to Companies House, penalties for late filing of accounts and money paid for shares when the company was incorporated aren't significant transactions.

A company that is dormant and also qualifies as small can file dormant accounts and doesn't need an auditor's report. The AA02 is the paper version for a company that has never traded.

Dormant for Corporation Tax

HMRC's test is different. A company is usually dormant for Corporation Tax if it has stopped trading and has no other income, or is new and hasn't started trading. Once HMRC knows, it doesn't need to file Company Tax Returns unless it gets a notice to deliver one.

If the company is VAT-registered and won't trade again, GOV.UK says to deregister within 30 days of it becoming dormant.

Filing online and the move to software

Companies House currently accepts dormant accounts on paper, through software, or through its online service if the company hasn't previously traded. From 1 April 2028 accounts will have to be filed using commercial software.

Common mistakes

• Assuming a dormant company doesn't need to file anything. Accounts and a confirmation statement are still due every year.
• Using the AA02 for a company that has traded in the past. It's only for companies that never have.
• Treating 'dormant for Corporation Tax' and 'dormant for Companies House' as the same thing. They're tested differently.
• Ignoring a notice to deliver a Company Tax Return because the company is dormant. If one arrives, file the return.