Section 1169: Dormant companies

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 38: Companies: interpretation

For the purposes of the Companies Acts a company is "dormant" during any period in which it has no significant accounting transaction.

A "significant accounting transaction" means a transaction that is required by section 386 to be entered in the company's accounting records.

In determining whether or when a company is dormant, there shall be disregarded—

any transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in connection with the formation of the company;
any transaction consisting of the payment of—
a fee to the registrar on a change of the company's name,
a fee to the registrar on the re-registration of the company,
a penalty under section 453 (penalty for failure to file accounts), or
a fee to the registrar for the registration of a confirmation statement.

Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.