Legal reqs for dormant company

silverfirefly

Free Member
Feb 16, 2012
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Cornwall
Having decided that it makes more sense to freelance as a sole trader, I called HMRC and made the company dormant because I have future plans for it.

I wanted to reserve the company name because I plan on getting together a team within the next 18 months to create an online CMS boutique for businesses. So it's dormant, rather than just dissolved.

In the meantime I've registered as a sole trader for freelancing purposes.

What do I need to do to uphold my legal responsibilities as far as the company is concerned? I understand I should be sending in the company accounts etc, but what about resolutions, etc? I'm a bit confused about these.

The company hasn't traded although it had a few expenses (which I've closed so there is nothing going through the books).
 
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J

JamesCartwright

Hi silverfirefly

I have outlined some dormant company responsibilities for you below:


·Upon formation HMRC will write to your company, you should then inform them that your company is dormant. Should you receive a corporation tax return reminder from HMRC the following year, write to them again informing them that your company is dormant or requesting to file a dormant tax return.
·You have a statutory obligation to file the annual return at Companies House on the anniversary of your company formation.
·You must submit dormant company accounts annually at Companies House i.e. a balance sheet and relevant notes. If you have never traded, you must still file Dormant Company Accounts.
·You must notify Companies House if you decide to appoint a Company Secretary or Director and also if any of their details change.
·As with any other private limited company formation, a dormant limited company must have a registered address.

Failing to complete these documents on time is a criminal offence and can lead to prosecution of the company's officers. Additionally, there is an automatic civil penalty for filing accounts late. Companies House often presume that a dormant company which has not filed its accounts or annual return is no longer needed and therefore proceed to strike it from the register. After the company is dissolved any assets it held then belong to the state and it ceases to exist.


All ltd companies are naturally dormant from the date that they are incorporated. Companies only cease to be dormant when they begin trading, i.e. buying and selling goods or services. When you start trading and are no longer a dormant company, there is no need to inform Companies House of this, however you should inform HMRC :)

Best of luck!
 
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