A dormant company in Ireland is a company that has had no significant accounting transactions during the financial year. It is still a registered company on the CRO register and must continue to file annual returns. Dormancy does not exempt a company from its CRO or Revenue obligations.
What Makes a Company "Dormant"?
Under Section 365 of the Companies Act 2014, a company is dormant if it has had no significant accounting transaction during the financial year. The only transactions that do not count are:
- Fees paid to the CRO (e.g., annual return filing fee)
- Penalties for late filing
- Shares taken by subscribers to the memorandum on incorporation
If the company received any income, paid any expenses (other than the above), or had any bank transactions, it is not dormant.
Filing Obligations for Dormant Companies
A dormant company must still:
| Obligation | Required? | Details |
|---|---|---|
| B1 Annual Return | Yes | Must be filed every year, even if dormant. Fee: €20 online |
| Financial statements | Yes | Dormant company accounts (simplified balance sheet) |
| Corporation tax return | Yes | Must file CT1 with Revenue, even if nil |
| Maintain registered office | Yes | Must have a valid address in Ireland |
| Maintain at least 1 director | Yes | EEA-resident requirement still applies |
| Statutory audit | Exempt | Dormant companies qualify for audit exemption |
Key point: Failing to file the B1 annual return — even for a dormant company — triggers the same penalties as for active companies: €100 + €3/day (max €1,200) and loss of audit exemption.
Dormant Company Accounts
Dormant companies can file simplified financial statements consisting of:
- A balance sheet showing the company's assets and liabilities (usually minimal or nil)
- A statement that the company has been dormant throughout the financial year
- Directors' signatures
No profit and loss account is required. No auditor's report is required (dormant companies are exempt from audit under Section 365).
Common Misconceptions
- "Dormant means no filing required" — Wrong. The B1 must be filed every year
- "Dormant means the company doesn't exist" — Wrong. It is still a legal entity on the CRO register
- "I can just leave it and nothing happens" — Wrong. Failure to file leads to penalties and strike-off
- "Dormant companies don't need directors" — Wrong. At least one director (EEA-resident) is required at all times
When to Consider Striking Off Instead
If you have no intention of using the company again, it may be cheaper to voluntarily strike it off (Form H1, €15 online) rather than paying €20/year in annual return fees plus accountant fees for preparing dormant accounts. Requirements for voluntary strike-off:
- The company has no assets and no liabilities
- The company has no employees
- The company is not a party to any legal proceedings
- All annual returns are up to date
- Revenue has no objection (tax clearance required)
How to Reactivate a Dormant Company
A dormant company can resume trading at any time without any CRO filing. Simply begin trading. However, you should:
- Ensure all annual returns are up to date before trading
- Re-register for VAT with Revenue if applicable
- Update the registered office address if it has changed
- Appoint additional directors if needed
How to Check If a Company Is Dormant
Search for the company on Businesses.ie. Dormant companies will typically show a status of "Normal" (they are still active on the register) but may have minimal financial data and only CRO-related filings in their filing history.
Summary
A dormant company has had no significant accounting transactions but remains a registered legal entity. It must still file a B1 annual return (€20/year), dormant company accounts, and a CT1 tax return with Revenue. Failure to file triggers penalties and strike-off — the same as for active companies. If you no longer need the company, voluntary strike-off (Form H1, €15) is often more practical than maintaining dormancy.