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.
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.
| Position | What it means | Main 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 dormant-company audit exemption has two conditions. Both must be satisfied throughout the financial year — not just at year-end.
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.
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.
Only these four items are expressly excluded from the Section 365 transaction test.
Dormancy is an audit exemption — not a pause on the company's legal obligations.
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.
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.
The right answer depends on the balance sheet, the filing history and whether there is a genuine future use for the 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.
Five stages — from the initial dormancy and transaction review through to next-year planning.
The initial compliance review is always free. Work is scoped and confirmed before accounts or filings are prepared.
All fees exclude VAT at 23%. Historical catch-up work, Revenue clearance and additional filings are quoted separately after review.
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.
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