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Posted Fri, 09 Feb 2024 13:29:37 GMT by carol conway
I am a leaseholder of a shop unit. The whole property is four flats and four shops, the developer handed over the freehold and all leaseholders decided the safest route was to form a limited company and register the freehold to the limited company. We registered with companies house and HMRC. One share per unit. We all pay into a bank account and take money out for repairs and insurance so no trading/profit as such, though some years there is a surplus left in the bank. I need to pull together and submit some accounts but after looking at CH website many similar companies appear to be declared as dormant and only declare the share holding not even balance at the bank. 1.Should I tell Companies House we are dormant as currently shown as active? 2. Will they do that retrospectively back to Jan 2023? 3. does it make a difference as there are shop units as well as flats? Thanks for any help on this.
Posted Wed, 14 Feb 2024 14:02:56 GMT by HMRC Admin 8
Hi,
The company’s legal obligations to Companies House are completely separate to HMRC. We can only assist in respect of Corporation Tax.  For guidance please see below:
Set up and run a flat management company
You will note that you must send a Company Tax Return no later than 12 months after the end of the company’s first financial year.  
We may then agree to treat the company as ‘dormant’ after, in which case Company Tax Returns wouldn’t be required for later years provided the company does none of the following:
•    allow directors who aren’t residents or leaseholders to be appointed in its articles of association
•    does more than manage the property in the interests of shareholders
•    make a profit
•    need to pay more than £100 in Corporation Tax in a year
•    get any income from land
•    pay dividends or other payments from profits to shareholders
•    own any assets it is likely to dispose of which would give rise to a chargeable gain
•    make payments that need to be taxed
•    When the company must always send a Company Tax Return
Your company must send a Company Tax Return every year if:
•    HMRC doesn’t write to confirm they think the company is dormant
•    the company starts doing any of the things in the list above, even if HMRC has previously said the company is dormant.
Thank you.

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