Dormant Company Accounts and CRO Compliance

Dormant Company Ireland

Stopped trading does not stop your annual filing duties.

A dormant Irish company still exists. It must file Form B1 each year, prepare the required financial statements, maintain its registered office and keep its statutory records current. Forti checks the Section 365 eligibility first, then prepares the accounts, manages the CRO deadline and reviews the Revenue and beneficial-ownership position.

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Key figures at a glance
Forti dormant accounts + B1 fee
€750 + VAT
CRO Annual Return government fee
€20
B1 filing window
56 days from ARD
Late filing penalty
€100 + €3/day
Maximum late penalty
€1,200 per return
Audit exemption — 2nd late filing rule
Within 5 years from 16 July 2025
Historical and corrective work quoted separately after review
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First step
Section 365 eligibility review
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Filing
B1, accounts and RBO managed
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Revenue
Tax registrations reviewed separately
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Based in
Sandyford, Dublin 18

This service is for you if

The company has never traded and you want to keep it available for future use
The company stopped trading but has not been struck off or liquidated
You are unsure whether a bank fee, subscription or professional charge broke dormancy
You need the annual B1 and financial statements filed at the correct time
The company is part of a group or holds shares in another group company
Revenue registrations remain open even though the company is inactive
You are deciding whether to stay dormant, restart trading or close the company

Not trading and legally dormant are not the same

The Section 365 test is strict. A company can be inactive in practice while still failing the statutory conditions for the dormant-company audit exemption.

PositionWhat it meansMain consequence
Never traded The company has not started commercial activity May qualify for Section 365, but the transaction and balance-sheet tests still need to be checked
Stopped trading A former trade has ceased Not automatically dormant for company-law or Revenue purposes
Section 365 dormant The statutory no-transaction and permitted-assets conditions are met The directors may claim the dormant-company audit exemption for that financial year
Inactive but not dormant No current sales, but accounting transactions, assets or liabilities remain Normal small-company accounts or an audit may still be required, depending on the wider facts

The Section 365 dormant-company test

The dormant-company audit exemption has two conditions. Both must be satisfied throughout the financial year — not just at year-end.

Condition 1 — No significant accounting transaction

The company must not have a transaction that Sections 281 and 282 require it to enter in the accounting records, apart from the specific transactions the Act expressly disregards.

Condition 2 — Only permitted assets and liabilities

The company's assets and liabilities must consist only of investments in shares of, and amounts due to or from, other group undertakings. Other assets or liabilities can prevent the exemption.

Transactions the Act expressly disregards

Only these four items are expressly excluded from the Section 365 transaction test.

Do not assume routine costs are harmless. Bank charges, software renewals, domain fees, interest, registered-office fees and company-secretary fees are not in the Section 365 exclusions. Where the company pays or owes them, the dormant-company exemption must be reassessed before the directors claim it.

What a dormant company still has to do

Dormancy is an audit exemption — not a pause on the company's legal obligations.

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File Form B1 every year
The Annual Return is required whether the company trades or not. The standard online CRO filing fee is €20. The 56-day window from the Annual Return Date is firm.
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Attach financial statements from the second return
The first B1 has no accounts attached. Later Annual Returns normally include the required financial statements, with the dormant-company exemption wording where applicable.
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Meet the 56-day and accounts deadlines
The return must reach the CRO within 56 days of its effective date. Where accounts are attached, the earlier financial-statement deadline also applies — both must be tracked.
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Minute the exemption decision
The directors must decide to use the dormant-company exemption during the financial year concerned and record that decision in the board minutes. It is not automatic.
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Maintain statutory records and addresses
The company still needs its registered office, company secretary, statutory registers, board minutes and current officer and shareholder information.
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Keep beneficial ownership current
Dormancy does not suspend the RBO regime. Ownership and control information must remain accurate and be updated promptly when it changes.

The dormant-company audit exemption

The dormant-company audit exemption is separate from the small-company exemption. It is not based on turnover, balance-sheet total or employee numbers — it depends entirely on the Section 365 test.

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Decision made during the financial year
The directors must decide to use the exemption during the year concerned and record the decision in the board minutes. A retrospective claim does not satisfy the requirement.
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Conditions must hold for the entire year
If the company enters a significant transaction or ceases to meet the asset-and-liability test at any point, the audit position must be addressed promptly for that year.
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Late filing fees still apply
The first late return attracts €100 plus €3 per day, capped at €1,200, even where the audit exemption is not immediately affected by that single late return.
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Second late filing can remove the exemption
From 16 July 2025, a non-group dormant company generally loses audit exemption after a second late filing within five years. Group structures require a separate review.
The relaxed late-filing rule does not remove the filing offence, late penalties or strike-off risk. It also does not protect a company that relies on the small-group audit exemption rather than the standalone dormant-company exemption.

CRO dormancy and Revenue dormancy are separate

Section 365 is a company-law audit exemption. Revenue looks separately at whether the company is within the charge to Corporation Tax and whether VAT or employer PAYE filings remain due.

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Corporation Tax
A CT1 may still be required where Revenue has an open accounting period or has issued a filing obligation. The tax registration should be reviewed rather than ignored.
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VAT and employer PAYE
Registrations that are no longer needed should be ceased correctly. Nil returns may remain due until Revenue records the cessation.
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Investment or other income
Interest, rent, gains or other income can create tax obligations and may also prevent the company from meeting the Section 365 transaction test.
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Restarting later
Revenue registrations may need to be reopened before the company invoices, charges VAT or pays directors and employees again.
View Forti tax registration services →

Keep dormant, strike off or liquidate?

The right answer depends on the balance sheet, the filing history and whether there is a genuine future use for the company.

Preserve for future use
Keep the company dormant
Where there is a genuine future use, the statutory test can be maintained and the annual compliance cost is justified. The B1, accounts and secretarial work continue every year.
Continue with dormancy →
Clean closure — solvent and compliant
Voluntary strike-off
Suitable where the company has all returns current, assets and liabilities of no more than €150 each and a Revenue Letter of No Objection can be obtained.
Read the closure guide →
Assets to distribute
Formal liquidation
Needed where a solvent company holds cash, property or other value to distribute to shareholders, or where an insolvent company requires a licensed practitioner.
View liquidation services →

Restarting a dormant company

There is no CRO application to reactivate a dormant company. Once trading or a significant accounting transaction begins, the company no longer meets the Section 365 conditions for that period.

How Forti handles your dormant company

Five stages — from the initial dormancy and transaction review through to next-year planning.

1
Dormancy and transaction review
We review the bank records, expenses, balances, ownership and group position to confirm whether Section 365 applies for the relevant financial year. The initial review is free.
2
CRO and Revenue status check
We confirm the ARD, outstanding returns, tax registrations, RBO details and any Revenue correspondence requiring action before accounts work begins.
3
Financial statements prepared
Forti prepares the required dormant-company financial statements with the correct exemption wording and board-minute guidance for the directors.
4
B1 reviewed and filed
Officers, shareholders and registered-office details are checked before the Annual Return and financial statements are submitted through CORE before the deadline.
5
Next-year route agreed
We calendar the next ARD and accounts deadline, confirm whether the company can remain dormant and advise when reactivation or closure makes more sense than another year of dormancy.

What is included

Dormant-company Section 365 eligibility review
Review of accounting transactions and year-end balances
Dormant financial statements within the agreed scope
Form B1 preparation and electronic CORE filing
Dormant audit-exemption wording and board-minute guidance
RBO and statutory-record review
Revenue registration and return-status review
Advice on reactivation, voluntary strike-off or liquidation

Dormant company compliance pricing

The initial compliance review is always free. Work is scoped and confirmed before accounts or filings are prepared.

Standard dormant company
Dormant accounts + B1 filing
Section 365 review, financial statements, B1 preparation and CORE submission within the agreed scope.
€750
+ VAT · plus €20 CRO government fee
  • Section 365 eligibility confirmed
  • Dormant financial statements prepared
  • Audit-exemption wording included
  • Board-minute guidance provided
  • Form B1 filed through CORE
  • RBO and Revenue status reviewed
Get started
Historical or corrective work
For overdue returns, lost audit exemption, incomplete records or unresolved Revenue registrations.
Exact quote
Send company number and latest accounts
  • Overdue Annual Returns prepared
  • Late penalty and exemption position reviewed
  • Revenue registration catch-up
  • Group or complex dormancy reviewed
  • Strike-off or closure route confirmed
Get an exact quote

All fees exclude VAT at 23%. Historical catch-up work, Revenue clearance and additional filings are quoted separately after review.

Common dormant company mistakes

Assuming no sales means dormant
Expenses, liabilities, assets or other accounting entries can prevent the Section 365 exemption. The test goes beyond whether money comes in.
Paying small costs from the company bank account
A bank charge, subscription or professional fee is still outside the statutory list of disregarded transactions — even where the amount is small.
Skipping the Annual Return
Form B1 remains due every year. The late fees begin after the 56-day filing period and can run to €1,200 per return.
Failing to minute the exemption decision
The directors must decide to use the dormant-company exemption during the financial year and record it in the board minutes. It cannot be claimed retrospectively.
Ignoring Revenue registrations
A Corporation Tax, VAT or employer PAYE registration remains open until it is ceased or Revenue confirms the current filing position.
Forgetting RBO and statutory records
Beneficial ownership, officers, registered office and company registers must remain accurate and current throughout the dormancy period.
Using dormancy when the company will never trade again
Annual compliance continues until the company is struck off or dissolved. If there is no genuine future use, strike-off or liquidation should be considered.
Restarting without changing the accounting set-up
A reactivated company needs active bookkeeping, reopened Revenue registrations, normal financial statements and a reassessment of the audit exemption from the restart date.

Related Forti services

Annual compliance
Financial statements, CT1 and CRO return coordination for Irish companies.
View annual compliance →
Company secretarial
Annual returns, registers, RBO updates and company-law records.
View company secretarial →
Year-end accounts
Prepare financial statements and tax return from verified company records.
View year-end accounts →
Limited company accounting
Move into active bookkeeping, VAT and accounts when the company restarts.
View company accounting →
Tax registration
Cease or reopen Corporation Tax, VAT and employer PAYE registrations correctly.
View tax registration →
Late CRO returns guide
Understand late fees, audit-exemption risk and the court-extension route.
Read the CRO deadlines guide →

Common questions about dormant companies

What makes an Irish company dormant?
For the Section 365 audit exemption, the company must have no significant accounting transaction throughout the financial year and its assets and liabilities must consist only of the permitted group-company items.
Do I apply to the CRO for dormant status?
No. There is no dormant-status application. The company either meets the statutory conditions or it does not. The directors must separately decide and minute the audit-exemption claim during the relevant financial year.
Does a dormant company still need to file Form B1?
Yes. Every Irish company must file an Annual Return at least once each year, whether it trades or not. The €20 CRO filing fee and the 56-day deadline apply regardless of dormancy.
Are financial statements required for a dormant company?
The first B1 after incorporation does not have financial statements attached. Later Annual Returns normally require the relevant financial statements with the dormant-company exemption wording where the Section 365 conditions are met.
Which transactions does Section 365 expressly disregard?
Only four: subscriber-share transactions on formation, a CRO fee for a change of company name, a CRO fee for re-registration, and the CRO fee for registering an Annual Return.
Do bank charges break dormancy?
Bank charges are not in the statutory exclusions. If the company incurs one, Forti reassesses whether the dormant-company audit exemption remains available for that year.
What about registered-office and company-secretary fees?
They are also outside the express statutory exclusions where the company pays or owes them. The accounting treatment and exemption position should be reviewed before the directors claim the exemption.
Can a dormant company have assets?
For the Section 365 exemption, the only permitted assets are investments in shares of, and amounts due from, other group undertakings. Other assets can prevent the exemption.
Does a dormant company need an audit?
Not where it meets Section 365, the directors claim the exemption correctly and the filing conditions are satisfied. The exemption is not based on company size — it depends entirely on the Section 365 test.
What happens if the B1 is late?
The late fee starts at €100 and increases by €3 per day to a maximum of €1,200. Late filing can also affect audit exemption and lead to enforcement or strike-off.
Does one late return remove audit exemption?
For returns filed from 16 July 2025, a non-group dormant company generally loses audit exemption after a second late filing within five years — not the first. Late fees still apply from the first late return.
Is the rule the same for a group company?
Not always. The relaxed rule does not protect a company relying on the small-group audit exemption. Group structures need a specific review.
Is CRO dormancy the same as Revenue dormancy?
No. Section 365 is a company-law audit exemption. Revenue looks separately at whether the company is within the charge to Corporation Tax and whether VAT or PAYE filings remain due.
Can a dormant company restart trading?
Yes. There is no CRO reactivation form. The company simply stops meeting the dormant conditions when activity or a significant transaction begins, and its tax registrations and accounting systems must be reopened.
How much does Forti charge?
Forti's published fee for dormant accounts and B1 filing is €750 + VAT, plus the €20 CRO government fee. Historical catch-up, Revenue clearance and complex or group work is quoted separately after reviewing the records.

Keep the company compliant or close it properly

Dormancy can preserve a company for future use, but it does not pause the director's legal responsibilities. Forti checks the Section 365 test, completes the annual filings and tells you when another route makes more sense.

Get a free dormant company compliance review