Companies Act 2006, section 1169

Dormant companies

Part 38 Companies: interpretation

(1) For the purposes of the Companies Acts a company is “dormant” during any period in which it has no significant accounting transaction.

(2) A “significant accounting transaction” means a transaction that is required by section 386 to be entered in the company's accounting records.

(3)In determining whether or when a company is dormant, there shall be disregarded—

(a)any transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in connection with the formation of the company;

(b)any transaction consisting of the payment of—

(i)a fee to the registrar on a change of the company's name,

(ii)a fee to the registrar on the re-registration of the company,

(iii)a penalty under section 453 (penalty for failure to file accounts), or

(iv)a fee to the registrar for the registration of [F1579a confirmation statementF1579] .

(4)Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.

Read section 1169 in the full Act → Definitions (6) Cases (6)

Definitions used in section 1169

the Companies Acts

(1) In this Act “the Companies Acts” means—

(a)the company law provisions of this Act,

(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

Defined in s.2(1) · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act
undertaking

(1) In the Companies Acts“undertaking” means—

(a)a body corporate or partnership, or

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

Defined in s.1161(1) · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
body corporate

“body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include—

(a)

a corporation sole, or

(b)

a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;

Defined in s.1173(1) · see it in the full Act

Cases considering section 1169 (6)

Brian English v Secretary of State for Business and Trade

[2026] EWHC 1711 (Admin) · 9 July 2026Limits

Provides the corporate dormancy framework incorporated by rule 22.7. Its company-specific character supported the conclusion that the rule supplies no dormancy or trading test for a sole trader. (see paras [12]-[14]; [25(2)-(3)]) Defines corporate dormancy by the absence of significant accounting transactions. The court treated this as part of the objective corporate standard used by rule 22.7. (see paras [13]; [25(3)]) Defines a significant accounting transaction by reference to the accounting records required by section 386. This linkage reinforced the corporate and verifiable character of the rule. (see paras [13]-[14]; [25(3)]) Cited only.

Maxima Creditor Resolutions Limited v John Thomas Fealy & Anor

[2024] EWHC 2694 (Ch) · 1 November 2024Limits

The court used the statutory definition of dormancy to identify the relevant question: whether the company had no significant accounting transaction during the relevant period. (see paras [11]; [68]-[75]) The court applied the definition of a significant accounting transaction by reference to transactions required to be entered in the company’s accounting records. (see paras [11]; [68]-[75]) The court considered the statutory disregards when determining dormancy, although the decision turned on the existence of qualifying transactions rather than on the subscriber-share exception. (see paras [11]; [68]-[75])

Peter Raymond Henrikson & Ors v Charles Riley Constant & Ors

[2023] EWHC 1373 (Ch) · 7 June 2023

The provision was relevant to the assessment of whether the company was dormant. The company’s dormant accounts and absence of significant accounting transactions supported the conclusion that it was not in operation (see paras [22], [39]-[43]).

What each judgment says about section 1169 is in the case-law panel in the full Act.

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1579Words in s. 1169(3)(b)(iv) substituted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(6), 164(1); S.I. 2016/321, reg. 6(b)

Modifications

  1. C1801S. 1169 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 53
  2. C1802S. 1169 applied by 2004 c. 12, s. 279(1E) (as inserted (15.3.2018 for specified purposes, 6.4.2018 in so far as not already in force) by Finance Act 2018 (c. 3), Sch. 3 paras. 1(6), 2(1)(c)(2)(c)(3))