Dormant Company meaning

Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...

Entities required to obtain and deliver PSC information to Companies House for the central register: Entities not required to obtain and deliver PSC information to Companies House for the central register: UK companies limited by shares, covering dormant entities, (save where they are admitted to trading on a UK regulated market, an EU regulated market, or on specified markets set out in Schedule 1 to the PSC Regulations) UK guarantee-limited companies...

Farnsworth v Chave [2025] EWHC 2677 (Ch) What was the background? This judgment addresses a threshold question arising in unfair prejudice litigation between Adam Farnsworth and Kevin Chave, joint equal shareholders and directors of Essex and East London Van Services Ltd (the Company), a quasi-partnership company. Aaron Chave (Aaron), Mr Chave’s son, worked for the Company as a fitter from September 2014, progressing to senior fitter/supervisor, before resigning on 2 May 2023. After Aaron left, Mr Chave transferred his shareholding in the previously dormant Kent Van Solutions Ltd (Kent) to Aaron and other family members, with Aaron becoming a director of Kent and commencing trading in competition with the Company. By an order of 12 February 2025, the court directed a preliminary issue, determined in this judgment, namely whether Aaron and Kent should remain respondents to Mr Farnsworth’s cross-petition, Aaron and Kent seeking to be released. Mr Farnsworth alleged that Mr Chave had conspired with Aaron to damage the Company by reviving Kent, and that Aaron had breached...

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Maxima Creditor Resolutions Ltd v Fealy and another [2024] EWHC 2694 (Ch) What are the practical implications of this case? When assessing whether the test for being non-dormant under The Third Excepted Case is engaged, directors and their advisers must scrutinise the company’s trading record across the 12 months before the first company’s insolvency, alongside the dormancy framework in CA 2006, ss 1169 and 386. That said, the Companies Act requirements and IR 2016, SI 2016/1024, r 22.7(b) are not aligned on dormancy. To come within The Third Excepted Case, directors must be able to demonstrate that, throughout the entire qualifying year preceding the first company’s insolvent liquidation, the company carried out the kind of significant accounting transactions contemplated by CA 2006, ss 1169 and 386—namely those that s 386 requires to be entered in the company’s accounting records. Proof that such transactions occurred only at points within that period—so that the company was non-dormant merely at some stage during the 12 months—will not meet the threshold...

A well-maintained register of people with significant control (PSC) should make publicly available who ultimately owns and controls companies and other entities. The PSC framework applies to UK-incorporated companies limited by shares or by guarantee (including unlimited companies, unregistered companies, community interest companies and dormant companies), limited liability partnerships (LLPs), and eligible Scottish partnerships, namely Scottish limited partnerships and Scottish qualifying general partnerships (ESPs). For clarity, this guide chiefly refers to companies. For information on the regime’s scope, including how a company might most effectively obtain relevant beneficial ownership details, see Practice Note: PSC register—the people with significant control regime. Corporate transparency reform—changes to the PSC regime The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being introduced in phases across multiple commencement dates. Many provisions will only commence once detailed secondary legislation and guidance are in place, while others require the rollout of new technical processes and tools before they can operate. ...

A dormant company is formed and run much like any other company. Nevertheless, the standard duties on accounts and audit that ordinarily apply to a company are relaxed for a dormant company as such. What is a dormant company? A company is dormant throughout any period in which it has had no significant accounting transaction of any kind...

Members of an LLP are required to file its accounts and reports with Companies House for every financial year, unless the LLP qualifies for the dormant subsidiaries exemption in section 448A of the Companies Act 2006 (CA 2006). The availability of this dormant subsidiaries exemption for LLPs is the same as for companies and is set out in Practice Note: Dormant companies—accounts and audit—Dormant company exemption from the requirement to file accounts. According to the LLP’s status in the financial year concerned, the form and contents of the accounts and reports submitted will vary. For an overview of the statutory regime for LLP annual accounts and reports, see Practice Note: LLP Accounts and reports—an outline of the statutory framework. Period for filing accounts LLPs must submit their accounts and reports to Companies House within nine months after the end of the relevant accounting reference period. This is subject to the following exceptions: if the relevant accounting reference period is the LLP’s first and exceeds 12...

Dormant company—exemption from audit A dormant company can be either a public or a private company. It is also set up and operated in the same general manner as any other company. That said, the obligations concerning accounts and audit that generally apply to companies are relaxed for a dormant entity. The annual accounts of a dormant company for a financial year require an audit unless the company benefits from an exemption from audit...