Dormant companies for sale in the UK
A dormant company is the cleanest kind of company to buy. This is what the word means legally, and how to check that it is true.
What 'dormant' means
For Companies House, a company is dormant if it has had no significant accounting transactions in the period. Paying the confirmation statement fee or a late filing penalty does not count. For HMRC, dormant broadly means not active for Corporation Tax: not trading, not investing and not receiving income.
A shelf company is dormant from the day it is incorporated. It has never opened a bank account, issued an invoice or employed anyone.
Dormant, shelf and ready made: are they the same?
In practice, yes. 'Shelf company' and 'ready made company' describe a company formed to be sold. 'Dormant' describes its status. Every company we sell is all three. A company that traded in the past and later became dormant is a different thing, and carries historic risk.
How to check a dormant company before you buy
- Search the company number on the Companies House public register, which is free
- Check that accounts were filed as dormant company accounts every year
- Check that every confirmation statement is on time
- Look for charges, insolvency notices or a history of different names and officers
- Ask for written confirmation that the company has never traded and has no liabilities
What changes when you buy
Shares are transferred to you, you are appointed director, the previous officers resign, and the person with significant control (PSC) register is updated. You can change the name and registered office at the same time. Our transfer guide lists every filing.
When the company stops being dormant
Once you start trading you must tell HMRC within three months that the company is active for Corporation Tax. From then on you file full accounts and Company Tax Returns. If turnover passes the VAT threshold, currently £90,000, you must register for VAT, and you can register voluntarily earlier.
Buy a dormant UK company
See UK ready made companies for what is included, or aged companies if you need an earlier incorporation date.
This guide is general information, not legal or tax advice. Rules differ by country and change over time.
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