I have a dormant UK ltd company that I want to use to buy 100%

Hi Its MamaTax Here!

Thanks for the question.

Unfortunately even if it’s a dormant company holding investments only, you will still need to submit annual accounts to the Companies House. You will still need to file tax returns as usually whether the company has no profit or has losses.

Hope this helps.

Regards

Also just to clarify that Companies House and HMRC use the word Dormant in slightly different ways.

Under the Companies Act, a company may file dormant company accounts at Companies House if it has no transactions apart from payment for the shares and Companies House fees; see the Companies House guidance GP2 Chapter 8. You will still however submit accounts to Companies House but there is a very simple format of dormant accounts - DCA or form AA02 - for dormant companies which have never traded. You company can be considered an investment company and hence not dormant UK ltd company since its buying 100% of the shares on a Portuguese LDA and may file full set of accounts. However you may argue your way either way – if Companies House agrees that this is dormant you will file simple version of accounts.

From HMRC’s perspective, a "dormant" company is one which HMRC have agreed need not submit CT returns, usually on submission of the Dormant Company Insert to form CT41G. This may be either because it is not trading or because it is a members club or residents' association or company with negligible taxable income. From my initial assessment, since the purpose of the Holding Company to hold investments this can be considered its business activity. But on the other hand, Im also thinking that if the UK Ltd has other its main trading activity say “consultancy services” and this has not started yet, you can argue that it is not required to file a company tax return with HMRC because it will not have a corporation accounting period until it commences trading. However, it is debatable depending on the business activities of the UK firm.

Hope this helps.Should you have any further queries please let me know. Could you please rate ok or better before you go.

The minimum age for a Director is 16. A shareholder can be any age. Thanks

Hope this addresses your concerns. Thanks once again for the question. Could you please rate ok or better before you go.