Filing Dormant Company Accounts (AA02): A Walkthrough

AA02 is a short form, and most write-ups about it run to 2,000 words of GOV.UK paraphrasing. Here's the five-minute walkthrough: exact field values, when AA02 isn't allowed, and why filings get rejected.

When a company qualifies as dormant

'Dormant' is defined in s.1169 of the Companies Act 2006: no 'significant accounting transaction' during the period, meaning nothing required to be entered in the company's accounting records under s.386. Three transactions are explicitly ignored: shares taken by subscribers on formation; Companies House filing fees; and late-filing penalties paid to Companies House. The confirmation-statement fee (£34 online as at February 2026) falls within the excluded filing-fee category and does not break dormancy.

Everything else is a transaction. A £0.01 bank interest credit breaks dormancy. A £5 bank charge breaks dormancy. The company reimbursing a director for the formation cost breaks dormancy. Paying the accountant out of a personal account, with no company reimbursement, doesn't.

AA02 vs full dormant accounts

AA02 (and its online equivalent DCA) is the short-form dormant accounts return. It's only available to a company that has been dormant from the date of incorporation and is limited by shares. You can't use AA02 if any of the following is true:

• The company has ever traded (even briefly).
• It's limited by guarantee. These file dormant accounts as full accounts, not AA02.
• It's a subsidiary.
• It's a charity.
• The accounts require IXBRL tagging.
• The company requires an audit.

Most dormant SPVs and shelf companies qualify. Dormant subsidiaries of trading groups don't; they file full dormant accounts (often AA01-style) with the appropriate exemption statements.

Walking through the AA02 form

The fields, in order:

• Company name and number. Exactly as on the register.
• Accounting period start and end. Defaults to the company's ARD; double-check first-year periods (up to 21 months from incorporation).
• Called up share capital not paid. The balance for shares issued but not yet paid in cash. Often £1 for a single subscriber share that was never actually paid.
• Cash at bank and in hand. Usually £0 for a true dormant company with no bank account.
• Net assets. Sum of the above, equal to share capital.
• Called up share capital (issued). Typically £1 or £100.
• Profit and loss account. £0.
• Total shareholders' funds. Equal to net assets.
• Director signature and date. Current director, after the period end.

That's it. Online filing pre-populates most of it.

Called-up share capital and the balance sheet

The most common error on AA02 is putting the subscriber share in the wrong box. If the £1 subscriber share has been paid into a bank account, it shows as 'cash at bank and in hand'. But if there's a bank account, dormancy may already be broken by interest or charges. If the £1 hasn't been paid, it shows as 'called up share capital not paid'. Either way, net assets equal issued share capital.

If your balance sheet doesn't balance, you've usually mis-categorised one of those two numbers. Don't paper over it by adjusting the P&L. The P&L on a dormant company is £0 by definition.

Common AA02 rejection reasons

The four we see most often:

1. Bank interest broke dormancy. The company earned £0.01 on a current account; AA02 is no longer valid; full dormant accounts required, or non-dormant accounts if material.
2. Wrong company type. Limited by guarantee, charity, or subsidiary: AA02 doesn't apply.
3. Director signature mismatch. The form is signed by a person not currently listed as a director, often because an appointment hasn't been filed yet.
4. Subsidiary group exemption claimed without parent guarantee. Out of scope for AA02, but a frequent confusion. These go on full dormant accounts with the s.394A guarantee.

From May 2024 the Registrar can impose civil penalties up to £10,000 for false statements, and AA02 for a non-dormant company is a false statement under s.1112 CA 2006. Criminal as well as civil.

Filing deadlines and late penalties

Dormant accounts are still accounts under s.441, and the standard deadlines apply: 9 months after the ARD for established companies, 21 months from incorporation for first accounts. Late-filing penalties under the standard private-company tariff start at £150 and rise to £1,500. The 'it's only dormant' defence does not exist. See how Companies House late filing penalties work, and note that penalties double if the company is late two years in a row.

The CS01 is also still due annually under s.853A, with the £34 online fee (£62 paper, as at February 2026). For a book of dormant SPVs that means two filings a year per company, every year, regardless of activity. Our guide to checking Companies House filing deadlines in bulk covers the easy way to keep on top of a long dormant tail.

When dormancy is no longer appropriate

Dormancy for Companies Act purposes and dormancy for Corporation Tax are different tests. HMRC's dormant test under CTA 2009 is broader, and HMRC must be notified separately when a company starts or ceases to be dormant, under FA 2004 s.55. A company can be dormant for Companies House and active for HMRC, or vice versa.

If a dormant SPV is about to start trading, plan the transition: notify HMRC, open a CT account, switch the AA02 template for full accounts at the next year-end. Don't try to file one more AA02 'because it's easier'. The Registrar's tolerance for that has fallen sharply since 2024.