Many startup founders assume that if their UK company has no revenue, no customers, no funding, little activity or has not started trading, there is nothing to file.
That is not necessarily true.
A UK limited company can still have filing obligations even when it is dormant or pre-revenue.
Companies House and HMRC are also separate systems. Filing something with Companies House does not necessarily satisfy your Corporation Tax obligations with HMRC — and vice versa.
Missing the relevant deadlines can result in penalties and, in more serious cases, problems with the company's status on the public register.
For founders preparing to raise investment, keeping company records and filings up to date is much easier than fixing several years of compliance issues during due diligence.
Key Takeaways
- UK limited companies generally need to file annual accounts with Companies House every year.
- Dormant companies still have Companies House filing obligations.
- A confirmation statement must normally be filed at least once every 12 months, even if nothing has changed.
- Annual accounts and the confirmation statement are different filings.
- For an active private company, annual accounts are normally due 9 months after the financial year end.
- Corporation Tax is generally due 9 months and 1 day after the end of the relevant accounting period.
- The Company Tax Return is generally due 12 months after the accounting period ends.
- Late Companies House accounts can trigger automatic penalties starting at £150 for a private company.
- From 1 April 2028, companies will need commercial software to file annual accounts with Companies House.
What Does a UK Limited Company Need to File Each Year?
A typical active UK private limited company has several recurring compliance obligations. The three founders are most likely to encounter are:
Annual accounts
These report the company's financial position and performance and are filed with Companies House.
Confirmation statement
This confirms that the information Companies House holds about the company is correct and up to date.
Company Tax Return
An active company generally submits its Company Tax Return to HMRC and calculates its Corporation Tax position.
These filings have different purposes and different deadlines. That distinction matters.
Annual Accounts
Every company must generally prepare annual accounts.
For an established private limited company, the normal Companies House deadline is: 9 months after the end of the company's financial year.
Financial year end
31 December 2026
Companies House accounts deadline
30 September 2027
The rules for a company's first accounts are different.
A private limited company's first accounts are generally due: 21 months after the date the company was incorporated.
Founders should therefore check the company's actual accounting reference date and filing deadline rather than assuming every UK company follows a calendar-year filing schedule.
Confirmation Statement
The confirmation statement is separate from annual accounts. It is used to confirm that key information Companies House holds about the company remains correct. This can include information about:
- registered office;
- directors;
- company secretary, if applicable;
- share capital;
- shareholders;
- SIC code; and
- people with significant control (PSCs).
Every company — including dormant and non-trading companies — must generally file a confirmation statement at least once every 12 months.
You must file it even if nothing has changed.
After the review period ends, the company normally has 14 days to submit the confirmation statement.
As of 2026, the Companies House fee is: £50 for an online confirmation statement. The fee is normally payable with the first confirmation statement filed during each 12-month payment period.
Annual Accounts vs Confirmation Statement
Founders sometimes confuse these two requirements. They are not interchangeable.
| Filing | What it does | Typical frequency |
|---|---|---|
| Annual accounts | Reports financial information | Annually |
| Confirmation statement | Confirms company information | At least every 12 months |
| Company Tax Return | Reports the Corporation Tax position to HMRC | Normally for each Corporation Tax accounting period when required |
A company may therefore have completed its annual accounts but still be overdue on its confirmation statement. Or it may be fully compliant with Companies House but still have an outstanding HMRC obligation.
What About Corporation Tax?
Corporation Tax operates on a different timetable from Companies House filing.
For a typical company within the normal payment regime:
Pay Corporation Tax
9 months and 1 day after the end of the Corporation Tax accounting period.
File Company Tax Return
12 months after the end of the Corporation Tax accounting period.
For example, suppose the Corporation Tax accounting period ends on 31 December 2026:
- The normal Corporation Tax payment deadline would be 1 October 2027.
- The normal Company Tax Return deadline would be 31 December 2027.
Example: A UK Startup's Annual Compliance Calendar
Consider a UK software startup with a financial year ending 31 December 2026.
Assuming its Corporation Tax accounting period aligns with its financial year, its core deadlines may look like this:
| Requirement | Typical deadline |
|---|---|
| Companies House annual accounts | 30 September 2027 |
| Corporation Tax payment | 1 October 2027 |
| Company Tax Return | 31 December 2027 |
| Confirmation statement | Based on the company's individual review period |
The confirmation statement date does not necessarily align with the accounting year end. Founders should therefore track it separately.
What If the Startup Has No Revenue?
No revenue does not automatically mean no filing obligations.
This is particularly important for newly incorporated startups that spend several months developing a product before launching. A company may have:
- no customer revenue;
- no external investment;
- no employees; and
- no taxable profit,
but still need to file documents with Companies House.
Whether the company is actually dormant is a separate question.
What Is a Dormant Company?
A company can be dormant for Companies House purposes if it has had no significant accounting transactions during the financial year.
Certain transactions do not prevent Companies House dormancy, including:
- Companies House filing fees;
- penalties for late filing of accounts; and
- money paid for shares when the company was incorporated.
Dormant companies still generally need to file:
Dormant company accounts
and
A confirmation statement
This is a particularly common source of confusion among founders who incorporate a UK company several months before they actually begin operations.
Dormant for Companies House vs Dormant for Corporation Tax
There is another complication. Companies House and HMRC have their own dormancy rules.
A company is usually dormant for Corporation Tax if, for example, it is a newly incorporated company that has not started trading, or a company that has stopped trading and has no other income.
If the company is dormant for Corporation Tax, you can tell HMRC.
Once HMRC has been notified that the company is dormant, the company generally does not need to file further Company Tax Returns unless:
- HMRC asks it to; or
- the company begins trading again.
But that does not eliminate Companies House obligations.
Dormant companies still generally need to file annual accounts and confirmation statements with Companies House.
What Counts as Starting to Trade?
Founders should also be careful about assuming a company is dormant simply because it has not generated revenue.
For Corporation Tax purposes, business activity can include more than receiving customer payments.
HMRC states that doing business can include activities such as:
- buying;
- selling;
- advertising;
- renting property; and
- employing someone.
This means a startup can potentially begin business activity before its first sale.
Late Filing Penalties for Annual Accounts
Companies House imposes automatic penalties when annual accounts are filed late.
For a private limited company, the current penalties are:
| How late | Penalty |
|---|---|
| Up to 1 month | £150 |
| 1–3 months | £375 |
| 3–6 months | £750 |
| More than 6 months | £1,500 |
If the company's accounts are late two years in a row, the penalty is doubled. This means repeatedly missing filing deadlines can become expensive very quickly.
What Happens If You Do Not File a Confirmation Statement?
A missing confirmation statement is not simply an administrative detail.
Companies House states that companies can face financial penalties and may ultimately be struck off the register for failing to file the required confirmation statement. As of 2026, failure to file can result in a financial penalty of up to £5,000.
This makes the confirmation statement one of the simplest compliance obligations to manage — and one of the easiest to avoid forgetting.
Common Founder Mistakes
| Mistake | Potential consequence |
|---|---|
| Assuming no revenue means nothing needs to be filed | Missed Companies House obligations |
| Forgetting the confirmation statement | Penalties and potential strike-off action |
| Confusing annual accounts with the confirmation statement | One filing completed while another remains overdue |
| Assuming Companies House filing covers HMRC | Corporation Tax compliance can remain outstanding |
| Missing the annual accounts deadline | Automatic late filing penalty |
| Assuming a pre-revenue company is dormant | Incorrect Corporation Tax treatment |
| Ignoring the registered office mail | Missed compliance notices |
| Waiting until fundraising to clean up filings | Unnecessary due diligence delays |
Why Company Status Matters During Fundraising
Before investing, investors and their advisers may review the company's public Companies House record.
That can reveal information such as:
- whether accounts have been filed;
- whether filings are overdue;
- current directors;
- people with significant control;
- share capital information;
- charges registered against the company; and
- filing history.
An overdue filing does not automatically mean a business is financially unhealthy. But unresolved compliance issues can create additional questions during due diligence — questions that are usually easier to avoid by keeping the company records current.
For a startup preparing for a funding round, clean financial records and up-to-date statutory filings should be part of fundraising readiness.
Important Change: Accounts Filing Is Becoming Software-Only
UK companies should also prepare for an upcoming Companies House change.
From 1 April 2028, all companies will be required to file annual accounts with Companies House using commercial software. Companies House plans to close its web and paper-based accounts filing routes from that date.
The requirement will apply whether:
- the company files its own accounts; or
- an accountant or other professional files on its behalf.
Companies House says accounts will need to be filed digitally in iXBRL format through compatible commercial software.
For startups already using accounting software and professional accountants, this transition may be relatively straightforward. Companies relying on manual processes should prepare earlier.
Practical Recommendations for UK Startup Founders
Create a compliance calendar immediately after incorporation
Do not rely on Companies House reminders as your internal control. Track the accounting year end, annual accounts deadline, confirmation statement date, Corporation Tax payment deadline and Company Tax Return deadline.
Keep Companies House information current
Changes involving directors, registered office details, PSCs and other company information may need to be reported separately rather than waiting for the next confirmation statement.
Determine whether the company is genuinely dormant
Do not use revenue alone as the test. Review what activity has actually occurred.
Keep bookkeeping current before the year end
Preparing annual accounts becomes much easier when transactions have been reconciled throughout the year.
Monitor the registered office
Important Companies House and HMRC correspondence can be sent there. If you use a registered office provider, make sure correspondence reaches the founders or finance team promptly.
Do not wait until fundraising
Review Companies House filings and accounting records before entering investor due diligence. Fixing straightforward issues early is much easier than explaining them while a transaction is moving quickly.
How Agbis Helps
UK Startup Compliance Review
We help founders keep their accounting and tax compliance organised as the company grows. We can review:
- Bookkeeping and reconciliations
- Annual accounts readiness
- Companies House deadlines
- Confirmation statement readiness
- Corporation Tax deadlines
- Dormant vs active company status
- Management reporting
- Investor due diligence readiness
Frequently Asked Questions
Does a UK limited company have to file accounts if it has no revenue?+
Generally, yes. Companies must normally file annual accounts with Companies House even if they have not generated revenue. If the company qualifies as dormant, it may be able to file dormant company accounts instead.
Does a dormant company need to file a confirmation statement?+
Yes. Companies House requires companies, including dormant and non-trading companies, to file a confirmation statement at least once every 12 months.
When are annual accounts due?+
For an established private limited company, annual accounts are normally due 9 months after the end of the financial year. Different rules apply to first accounts. A private company's first accounts are generally due 21 months after incorporation. Always check the specific deadline shown for your company.
When is Corporation Tax due?+
For companies under the normal payment timetable, Corporation Tax is generally due 9 months and 1 day after the end of the relevant accounting period. Different payment rules can apply to large companies.
When is the Company Tax Return due?+
The normal deadline is 12 months after the end of the Corporation Tax accounting period. This is later than the normal Corporation Tax payment deadline.
Is the confirmation statement the same as annual accounts?+
No. Annual accounts report financial information. The confirmation statement confirms key information Companies House holds about the company. They are separate filings with separate deadlines.
How much does a confirmation statement cost?+
As of 2026, the online Companies House confirmation statement fee is £50. The fee is generally paid with the first confirmation statement filed during each 12-month payment period.
What happens if annual accounts are late?+
For a private limited company, the automatic Companies House late filing penalty currently ranges from £150 to £1,500, depending on how late the accounts are. The penalty doubles if accounts are filed late in two consecutive financial years.
Does a pre-revenue startup count as dormant?+
Not necessarily. Dormancy depends on the company's activities, not simply whether it has generated revenue. A startup that is actively developing, advertising, employing people or otherwise carrying on business should not assume that it is dormant merely because it has not made its first sale.
Conclusion
UK startup compliance does not begin when the company becomes profitable. It begins when the company exists. Even a pre-revenue or dormant company can have Companies House filing obligations, and an active company needs to manage Companies House requirements alongside its separate Corporation Tax responsibilities. For founders, the solution is relatively simple: know your year end. Know your confirmation statement date. Know your tax deadlines. Keep your books current. A few hours spent maintaining compliance throughout the year can prevent penalties, last-minute accounting work and unnecessary questions when investors begin due diligence.
Sources
- GOV.UK — Accounts and Tax Returns for Private Limited Companies
- Companies House — Filing Your Confirmation Statement
- Companies House — Fees
- GOV.UK — Penalties for Late Filing of Annual Accounts
- GOV.UK — Dormant Companies: Dormant for Companies House
- HMRC — Dormant Companies: Dormant for Corporation Tax
- Companies House — Changes to Accounts Filing from April 2028
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Disclaimer: This article is for informational purposes only and does not constitute tax, legal or accounting advice. Filing deadlines and penalties depend on individual circumstances and may change. Please consult a qualified UK accountant or tax adviser about your specific circumstances.