Dormant companies—accounts and audit
Dormant companies—accounts and audit

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Dormant companies—accounts and audit
  • Brexit impact
  • What is a dormant company?
  • Why have a dormant company?
  • Obligations of a dormant company
  • Dormant company—accounts and audit
  • Dormant company exemption from the requirement to prepare accounts
  • Excluded companies
  • Dormant company exemption from the requirement to file accounts
  • Excluded companies
  • More...

A dormant company is constituted and managed in the same way as any other company. However, the requirements relating to accounts and audit that generally apply to a company are relaxed in relation to a dormant company.

Brexit impact

The Companies, Limited Liability Partnerships and Partnerships (Amendment etc) (EU Exit) Regulations 2019, SI 2019/348 and the Accounts and Reports (Amendment) (EU Exit) Regulations 2019, SI 2019/145 amend the various definitions contained in the CA 2006 for a ‘traded company’.

CA 2006, s 474(1) currently defines a ‘traded company’ for the purposes of Part 15 as being a company any of whose transferable securities are admitted to trading on a regulated market for the purposes of Part 15. This is limited to UK regulated markets after the end of the Brexit implementation period (IP completion day).

However, and noting the potential for confusion, various sections in Part 15 (eg, CA 2006, ss 420(1), 430(8), 439(1A), 439A(8)) cross-refer to the CA 2006, s 360C definition of traded company which post IP completion day includes UK regulated markets and EU regulated markets.

Other changes include, as regards the exemption for dormant subsidiaries referred to below, references to the ‘EEA’ or ‘EEA undertaking’ in sections 394A or 394C of the Companies Act 2006 being substituted with ’UK’ and ‘UK undertaking’ as required under the Accounts and Reports (Amendment) (EU Exit) Regulations

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