Dormant Companies: Can I Save My Name for the Future?
As your business gets off the ground and your reputation grows your business’ name becomes one of your most valuable assets.
A dormant company is one that is not trading and has no accounting transactions, but when you form a dormant company it means that no-one else can form a limited company with the same name. That’s why, even if you don’t intend to trade as a company right now, dormant company ownership can be a useful way of safeguarding the interests of your business.
Here we look at how this works in practice. We cover what’s involved in maintaining a dormant company, with a view to protecting your business identity. We’ll also consider what happens when a dormant company becomes active and what this means for your business’ name.
How can a dormant company ownership help to safeguard my business name?
For one, you may be trading (or intend to trade) under your own name and forming as dormant beneath it will help to safeguard it. Alternatively, you may have opted for a title that’s not connected directly with your personal identity, but perhaps refers to your product or brand. Either way, a well-thought-out name will set you apart from the crowd and avoid any confusion in the minds of customers.
Even if you intend to stay as a sole trader for the time being registering a company with the same name as your business prevents an identical name being registered by anyone else. Here’s why you might consider it:
- It can help to warn off would-be imitators – and by doing so, can help prevent costly disputes further down the line.
- It’s easy to set up via a speedy and efficient online process, without having to get accountants or solicitors involved.
- The admin and costs involved in keeping a dormant company going are modest. Each year you are required to file an annual return. Companies House provides a streamlined form for dormant companies that have never traded and the online filing fee is £13. You are also required to submit dormant company accounts. This can be done online, free of charge and as there are no transactions to log it’s a straightforward process.
- Providing you continue to meet your filing obligations the company can remain dormant and other people can be stopped from registering that company name indefinitely.
What happens when I want to activate the dormant company?
When you feel the time is right to start operating your business under your dormant company you are required to take the following steps:
- Within 3 months of the company carrying on any kind of business activity, you must notify HMRC.
- Send your account to Companies House within nine months of your company’s year-end.
- Within 9 months and 1 day of your company’s year-end, you need to pay any Corporation Tax due.
- Within 12 months of your company’s year-end, you need to send a Company Tax Return. This includes your statutory accounts, to HMRC.
You will have been sending accounts to Companies House each year while your company was dormant. Once you switch from dormant to active, the reporting dates for your annual returns and accounts will remain as they were. That is, they will not change. The change of your company’s status will be made known to Companies House when they see your annual accounts. As such, there is no need to contact Companies House specifically to notify them once you switch your company’s status from dormant to active.
Using ‘Limited’ or ‘Ltd’
So far as your name is concerned you are required to make it clear that your business is now operating as a limited company. This applies to all stationery and promotional material such as letters, order forms invoices and your company’s website.
The ‘Limited’ or ‘Ltd’ assignation needs to be clear. Let’s say your business is ‘[Your Name] IT Solutions’. To protect that business name you registered a company in the name of ‘[Your Name] IT Solutions’. Once you start using the company to trade under you need to make it clear that the full and proper name of your business is now ‘[Your Name] IT Solutions Limited’.
So, does that mean that you have to change your logo? As well as each and every reference to your name on your website? Not necessarily. Take your letters and invoices, for instance. You can leave your logo as it is provided that elsewhere, on the same document, your company’s full name is given. You are also required to show your company’s registered number, the registered office address and where the company is registered. And if you list one director, you must list them all.
On your website, your ‘About Us’ and ‘Contact’ pages will need amending. It’s best practice to include full company information at the bottom of each page.
Unless your business is run from home you must also display a sign showing your full company name at your registered address and at whatever premises your business operates.
Maintain your identity: even when your business structure changes
Owning a dormant company can allow you to switch seamlessly to trading as a company when the time’s right, without having to re-brand your business.
Care should be taken to keep on top of your filing requirements whilst the company is dormant. As well as financial penalties, failure here can result in the company being struck off the register. Whilst it’s possible to restore a dissolved company it’s much less straightforward than merely switching from dormant to active. Fortunately though, with online filing maintaining a dormant company need not be a hassle.
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Limited Company documents
Certificate of Incorporation:
The certificate provides confirmation that your company has been incorporated under the Companies Act 2006.
Memorandum and Articles of Association:
The Memorandum of Association is a written legal agreement signed by all initial shareholders of a company, agreeing to form the company. Articles of Association are the written rules which define how the company will be run. These rules are agreed on and signed by the company director, shareholders and secretary.
Share certificates:
If a company is limited by shares, a Shareholder Certificate is sent out at the time of incorporation or just after incorporation. The certificate includes information such as the company’s registered address, plus the names and addresses of the shareholders.
Limited Company documents
Certificate of Incorporation:
The certificate provides confirmation that your company has been incorporated under the Companies Act 2006.
Memorandum and Articles of Association:
The Memorandum of Association is a written legal agreement signed by all initial shareholders of a company, agreeing to form the company. Articles of Association are the written rules which define how the company will be run. These rules are agreed on and signed by the company director, shareholders and secretary.
Share certificates:
If a company is limited by shares, a Shareholder Certificate is sent out at the time of incorporation or just after incorporation. The certificate includes information such as the company’s registered address, plus the names and addresses of the shareholders.
First board meeting minutes:
Even if you’re both a shareholder and director of your company, you’ll still need to hold an initial board meeting. It’s a legal requirement that if requested, you can provide the first board meeting minutes, as it is proof that a company director was formally appointed. At The Formations Company, we’ll provide you with a template to easily fill out your minutes.
Company must haves
Business Bank Account:
It’s a legal requirement to have a business bank account as a limited company. We’ve handpicked a range of different types of business bank accounts to suit all types of business. You can even get up to £100 cashback with some of our business bank accounts!
Bookkeeping software:
Bookkeeping software is essential for a new limited company as it's a legal requirement to keep financial records of the company. It can also save you a lot of time and money, even if you’re not ready to trade yet!
Business phone number:
Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.
Company must haves
Business Bank Account:
It’s a legal requirement to have a business bank account as a limited company. We’ve handpicked a range of different types of business bank accounts to suit all types of business. You can even get up to £100 cashback with some of our business bank accounts!
Bookkeeping software:
Bookkeeping software is essential for a new limited company as it's a legal requirement to keep financial records of the company. It can also save you a lot of time and money, even if you’re not ready to trade yet!
Business phone number:
Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.
Discounted Apple tech:
We have partnered with wearesync.co.uk to bring our customers affordable tech for their business. With this formation package you will have access to exclusive offers on the very latest Apple technologies at discounted prices which you will not be able to find anywhere else in store or online - up to 13% off Apple products.
Company must haves
Business Bank Account:
It’s a legal requirement to have a business bank account as a limited company. We’ve handpicked a range of different types of business bank accounts to suit all types of business. You can even get up to £100 cashback with some of our business bank accounts!
Bookkeeping software:
Bookkeeping software is essential for a new limited company as it's a legal requirement to keep financial records of the company. It can also save you a lot of time and money, even if you’re not ready to trade yet!
Business phone number:
Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.
Company must haves
Business Bank Account:
It’s a legal requirement to have a business bank account as a limited company. We’ve handpicked a range of different types of business bank accounts to suit all types of business. You can even get up to £100 cashback with some of our business bank accounts!
Bookkeeping software:
Bookkeeping software is essential for a new limited company as it's a legal requirement to keep financial records of the company. It can also save you a lot of time and money, even if you’re not ready to trade yet!
Business phone number:
Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.Every business needs a new phone number and bOnline is here to make it clear and simple. You’ll get a new phone number with unlimited calls free for 90-days and only £9 per month, thereafter, so you can keep your business and personal numbers separate.
Fraud Protection Service
Protect your company from fraud by preventing changes being submitted via paper forms and secure your account with added notifications if anything changes.
Guides and support
Hub business manager:
You can manage your business from your Hub business manager. Access invoices, company details and any additional services you might need, including bank accounts, insurance, websites and much more!You can manage your business from your Hub business manager. Access invoices, company details and any additional services you might need, including bank accounts, insurance, websites and much more!
Lifetime customer support:
When you form your limited company with us, you'll get lifetime support from your very own TFC Support Agent, who will be on hand to help and support your limited company.
Ltd company e-book:
Everything you need to know about owning a limited company and being a director is included in this eBook.
Free expert advice
Book a free, no-commitment consultation with an accountant and a trade mark attorney at a time and date that suits you.
Registered agent
Included with this bundle
A 3 in 1 service that protects your privacy, all other directors privacy and includes our mail forwarding service.
Registered office address:
On the public register, use our address as the business’s registered office address
Service address:
On the public register, use our address as all the directors service address
Mail forwarding:
Quick and efficient mail forwarding and junk mail filtering. No additional handling or postage fees.
Registered agent
Free for 3 months with this bundle
A 3 in 1 service that protects your privacy, all other directors privacy and includes our mail forwarding service.
Registered office address:
On the public register, use our address as the business’s registered office address
Service address:
On the public register, use our address as all the directors service address
Mail forwarding:
Quick and efficient mail forwarding and junk mail filtering. No additional handling or postage fees.
Registered agent
Free for 12 months with this bundle
A 3 in 1 service that protects your privacy, all other directors privacy and includes our mail forwarding service.
Registered office address:
On the public register, use our address as the business’s registered office address
Service address:
On the public register, use our address as all the directors service address
Mail forwarding:
Quick and efficient mail forwarding and junk mail filtering. No additional handling or postage fees.
Registered agent
A 3 in 1 service that protects your privacy, all other directors privacy and includes our mail forwarding service.
Registered office address:
On the public register, use our address as the business’s registered office address
Service address:
On the public register, use our address as all the directors service address
Mail forwarding:
Quick and efficient mail forwarding and junk mail filtering. No additional handling or postage fees.
Digital scan and send
We'll digitally scan all your statutory only mail, then email you a copy, making sure you get it ASAP.
Company admin
Our experts will take care of all the complicated companies house fillings you might need:
Confirmation Statement:
A confirmation statement is a snapshot of all the information about the company directors to make sure that Companies House's records are up to date. It's a legal requirement for limited companies to file a confirmation statement at least once every 12 months.
Company filling edits
At some point in your business's lifetime you'll need to make changes, be it changing a directors details, removing/adding a shareholder, a change of address or even changing the company name.
PSC Online Register
Limited companies in the UK are required to identify and record the people who own or control their company. This means that a you will need to keep a register if the people with significant control (PSCs). This helps to increase transparency over who owns and controls the company and will help inform investors when they are considering investing in a company. It will also support law enforcement agencies in money laundering investigations. This cost effective, online version of your PSC register will safeguard you and your business.
Company admin
Our experts will take care of all the complicated companies house fillings you might need:
Confirmation Statement:
A confirmation statement is a snapshot of all the information about the company directors to make sure that Companies House's records are up to date. It's a legal requirement for limited companies to file a confirmation statement at least once every 12 months.
Company filling edits
At some point in your business's lifetime you'll need to make changes, be it changing a directors details, removing/adding a shareholder, a change of address or even changing the company name.
PSC Online Register
Limited companies in the UK are required to identify and record the people who own or control their company. This means that a you will need to keep a register if the people with significant control (PSCs). This helps to increase transparency over who owns and controls the company and will help inform investors when they are considering investing in a company. It will also support law enforcement agencies in money laundering investigations. This cost effective, online version of your PSC register will safeguard you and your business.
VAT Registration
Companies register for VAT due to the following reasons:
- Turnover is expected to exceed £85,000 in the next 12 months. It is therefore a legal requirement to register for VAT, unless the supplies are exempt.
- If turnover is expected to be less than £85,000 but the company wants to register voluntarily.
Our accountancy partner will be in contact shortly after your company is incorporated and will handle the entire registration process for you.
PAYE Registration
Even if you are the only person in your business it is still a good idea to register yourself for PAYE.
Many business owners decide to pay themselves a wage below the tax threshold via PAYE as a part of their earnings before they take out money through their share dividends.
You will receive your PAYE reference number from HMRC within 10 working days directly at your trading address.
Fast and Easy Process
No login, password or complicated jargon. Just respond to our 5 min questionnaire about your business.
Company admin
Our experts will take care of all the complicated companies house fillings you might need:
Confirmation Statement:
A confirmation statement is a snapshot of all the information about the company directors to make sure that Companies House's records are up to date. It's a legal requirement for limited companies to file a confirmation statement at least once every 12 months.
Dissolution service:
If you decide to close your limited company, you'll have to let Companies House know. There are several different ways of doing this depending on the circumstances of why you're closing your limited company.
Our experts will take care and take the necessary course of action with Companies House, should you need it.
Dormant returns
If you’re company has no ‘significant’ transactions in the financial year, it’s classed as dormant. In this case, we’ll file a Company Tax Return to show HMRC that your company is dormant so you don’t have to.
Company filling edits
At some point in your business's lifetime you'll need to make changes, be it changing a directors details, removing/adding a shareholder, a change of address or even changing the company name.
Company admin
Our experts will take care of all the complicated companies house fillings you might need:
Confirmation Statement:
A confirmation statement is a snapshot of all the information about the company directors to make sure that Companies House's records are up to date. It's a legal requirement for limited companies to file a confirmation statement at least once every 12 months.
Legal and cashflow management
Protect your business legally and financially with:
Co. Legal health-check:
Complete the simple question-answer form and discover exactly what documents your limited company needs to be legally protected.
Contract & docs creator:
Easily create all the legally enforceable contracts, documents, policies and procedures your business could need to sing the simple, straightforward document creator wizard. Safely store all your documents online, where you can access them wherever and whenever you want.
24/7 legal advice helpline:
Get legal support and advice when you need it. Access an extensive library of legal how-to guides, news bulletins of all the most recent legal developments and a 24/7 telephone support helpline.
Company credit checks:
Carry out company credit checks powered by Experian's most comprehensive and current credit data to make sure you're doing business with the right people by picking the right customers and securing your supply chain.
Company credit monitoring:
Monitor all your key customers and suppliers credit statuses and get email alerts of any significant changes. Make sure your customers can pay what they owe and your suppliers can deliver the goods they promise.
Commercial debt recovery
Manage all your customers' credit in one place. Download and send different payment chasers, reminders and monthly statements to make sure that invoices are paid on time and in full. You can send a solicitor final warning letters and even take court action to recover what you're owed!
All bundle add-ons
PAYE Registration
Many business owners decide to pay themselves a wage below the tax threshold via PAYE. Make sure you are registered correctly by letting us handle this for you.
VAT, PAYE & MTD Registration
We'll take care of registering your business for VAT, PAYE and MTD. leave the complicated admin work to us and focus on your getting your limited company up and running.
VAT Registration
Crunch combine market-leading online accounting software with a team of expert accountants and client managers to create the UK’s greatest self-employed accounting solution.
Check & Send Service
Before your application is submitted to Companies House, be sure it is 100% complete and correct. One in ten applications are rejected the first time around, resulting in longer wait times.
International ID Check
If your residential address is not in the UK, we will need to run an international ID check to verify your details.
Fraud Protection Service
Protect your company from fraud by preventing changes being submitted via paper forms and secure your account with added notifications if anything changes.
PSC Online Register
By law all UK Ltd companies must have a 'Persons of significant control' register. Our online register is a simple and cost effective way to safeguard you and your business.
PSC Online & Printed Register and Minutes
By law all UK Ltd companies must have a 'Persons of significant control' register. Not only will you get an online register, but you£ll also get a printed version of it and minutes.
All bundle add-ons
Registered Agent Monthly and Yearly
3 in 1 service that protects all directors, shareholders, PSC's and your personal address details. All your mail will be sent our London office address where we will filter out the junk and swiftly forward all important correspondence.
PAYE Registration
Many business owners decide to pay themselves a wage below the tax threshold via PAYE. Make sure you are registered correctly by letting us handle this for you.
VAT, PAYE & MTD Registration
We'll take care of registering your business for VAT, PAYE and MTD. leave the complicated admin work to us and focus on your getting your limited company up and running.
VAT Registration
Crunch combine market-leading online accounting software with a team of expert accountants and client managers to create the UK’s greatest self-employed accounting solution.
Check & Send Service
Before your application is submitted to Companies House, be sure it is 100% complete and correct. One in ten applications are rejected the first time around, resulting in longer wait times.
International ID Check
If your residential address is not in the UK, we will need to run an international ID check to verify your details.
Fraud Protection Service
Protect your company from fraud by preventing changes being submitted via paper forms and secure your account with added notifications if anything changes.
PSC Online Register
By law all UK Ltd companies must have a 'Persons of significant control' register. Our online register is a simple and cost effective way to safeguard you and your business.
PSC Online & Printed Register and Minutes
By law all UK Ltd companies must have a 'Persons of significant control' register. Not only will you get an online register, but you£ll also get a printed version of it and minutes.
Knowledge hub
The Formations Company and Companies House
What is a Private Limited Company?
How long does it take to register a new company?
When should I change from sole trader to limited company?
Limited Company Vs Sole Trader: Advantages and Disadvantages
