You formed an Irish LTD for a project that has not launched. There are no customer invoices, but the company has a bank account, a small cash balance and perhaps a few charges. Can the accounts simply be described as dormant and filed without an audit?
Do not use sales activity as the whole test. This guide addresses the specific bank-balance and expense question for an ordinary private LTD, complementing our broader dormant-company setup guide. It uses official sources checked on 25 October 2026. Eligibility is financial-year specific and needs a review of the actual records, not a label chosen in the filing software.
Ask two questions before calling the company dormant
Section 365 has a transaction test and an assets-and-liabilities test. Passing one does not cure failure of the other. The permitted category is narrow: investments in shares of other group undertakings and amounts due to or from those undertakings.
That is different from saying the company is small, has no turnover or has not begun its intended trade. Prepare a list of what happened and what the company owns or owes. A bank statement showing no customer payments is useful evidence, but not a complete assessment.
Apply the tests to the relevant year, not merely to the last day. Closing an account or repaying a balance shortly before year-end does not erase earlier transactions or make an otherwise ineligible year dormant.
An unused bank balance is still an asset
Consider a fictional standalone LTD with EUR 100 remaining in an ordinary bank deposit and no movements during the year. Economically, the money is still available to the company. The absence of receipts or withdrawals does not make the asset disappear.
Applying Section 365's definition, that deposit is an amount due from the bank, not from another group undertaking. It therefore falls outside the permitted-asset category in this ordinary example. The balance-sheet condition matters even if the transaction review finds nothing else.
Do not confuse the bank's 'dormant account' label with the Companies Act audit exemption. Those are different questions. Conversely, the mere existence of an empty account does not tell you the full legal answer either: check its balance, charges, interest, overdraft and any other company assets or liabilities.
Small bank fees are not automatically insignificant
The statutory definition links a significant accounting transaction to an entry required by Sections 281 and 282. It is not a general test of whether an amount feels important to the founder. Section 282 requires records explaining money received and spent and the company's assets and liabilities.
Suppose a bank deducts EUR 6 each month while the company waits for a first customer. Those charges need to appear in the records. Do not discard them because the annual total is low, the bank automatically collected them or the company never issued an invoice.
The same review applies to account interest, software subscriptions, a domain renewal, professional fees and equipment purchases. Establish which entity incurred the item and its proper accounting treatment. Do not omit a real company transaction just to preserve a preferred exemption description.
The disregarded transactions are a specific list
Section 365(8) disregards the subscriber taking shares under the formation undertaking and specified payments to the Registrar: fees for a company-name change, re-registration and an annual return, including the specified increased annual-return fee.
That is not an exemption for every expense connected with forming or maintaining a company. An agent's invoice, an address-service renewal and a bank charge are not transformed into Registrar fees merely because they help the company comply with its obligations.
Nor does disregarding a subscription transaction automatically make the resulting cash a permitted asset. Review the transaction and the balance separately. For a real formation file, ask the accountant to explain both conclusions rather than treating the subscriber exception as a blanket first-year exemption.
Founder-paid costs and director loans still need evidence
A founder may pay a company invoice with a personal card before the business bank account is ready. Whether that creates a company expense, asset, reimbursement obligation or another arrangement depends on the actual facts. Personal payment is not permission to keep a company obligation off the books.
Likewise, an amount owed to an individual director is not the same as an amount owed to a group undertaking. A standalone founder-managed LTD should not classify a director's loan as a permitted intra-group balance simply because the director controls the business.
Keep the invoice, payment evidence, agreement and relevant approval. Ask whose cost it was and whether repayment is due. Do not backdate a waiver, conceal funding or transfer company money informally to manufacture a clean-looking dormant balance sheet.
Use a transaction-and-balance review, not a yes/no shortcut
These examples are prompts for the accountant, not substitute legal conclusions about every banking product or corporate structure. One item may affect both tests. A zero closing bank balance does not establish that the year had no accounting transactions.
Prepare the review from complete records, including payment-platform or deposit balances where relevant. If there are group companies, identify the actual legal counterparties; common branding or the same owner does not by itself settle every group question.
| Item found | Review before filing |
|---|---|
| Bank balance, no movements | Check the permitted-asset condition |
| Monthly bank charge | Record it; no blanket small-fee disregard |
| Loan from an individual director | Not automatically an intra-group liability |
| Specified Registrar fee | Check the exact statutory disregard |
Not dormant does not automatically mean an audit
Failing the dormant route does not automatically require an audit. Section 358 provides a separate route for qualifying small companies, subject to its other conditions, and group companies require the relevant group assessment. The routes should not be mixed together.
Ask the accountant which exemption, if any, is available and why. Size qualification, excluded activities, member rights, filing history and the applicable financial year can matter. A company with a bank balance may be suitable for the small-company route, but the balance alone cannot establish all of those conditions.
Use the existing small-company exemption checklist for that wider assessment. Do not select a dormant statement because it looks simpler or pay for an audit solely because an initial dormant label proved wrong.
A dormant claim still needs a real director decision
Under Section 365, the directors must form the required opinion, decide to use the exemption for the relevant year and record that decision in the meeting minutes. The accounts also need the appropriate balance-sheet statements through the adapted Section 335 requirements.
The adapted statement refers to the Chapter 16 dormant route and the Section 365 conditions, rather than merely copying an unrelated small-company claim. Have the accounts preparer use the wording appropriate to the actual route and signed accounts.
Recheck the position if circumstances change after an early decision. A later payment or asset acquisition can affect entitlement for that year. Do not backdate minutes or assume that a decision made on incomplete facts overrides the transactions that actually occurred.
Keep annual returns and accounts on their own timetable
A non-trading company must still file its annual return. The first return is made up to six months after incorporation and does not require attached financial statements. That first-return exception is not a permanent accounts or audit exemption.
Later returns normally need the required accounts or applicable alternative documents. CRO guidance generally gives 56 days from the return's effective date; where accounts are required, the financial year-end can also bring an earlier filing limit into play. Confirm the actual date before agreeing the work.
Give the filing provider approved accounts with the correct exemption basis. Accounts preparation, the assessment and B1 delivery are different deliverables. Ask who obtains signatures, checks the attachment and monitors the submission status after filing.
Check filing history under the current rule
Section 365 applies the relevant Section 363 restriction to the dormant route with adaptations. Do not assume dormancy insulates the company from late-return consequences, or copy an outdated rule from a historic checklist.
Section 22 of the 2024 amending Act replaced Section 363 from 16 July 2025. The current test links a late return to an earlier late return in the preceding five financial years, with specified disregards for the first annual return and failures before the operative date. The restriction concerns the following two financial years.
Give the adviser the actual filing dates and any earlier audit restriction, not just a statement that the latest return is now submitted. Transition cases need review. This is not permission to file late once: penalties and other consequences can still arise.
Separate the Revenue position from the CRO claim
A company-law audit exemption is not a decision about when a trade started, tax registrations or a Revenue return. Revenue has its own company-particulars process and can request information. Do not ignore a Revenue enquiry because the company has no sales.
Give the accountant any Revenue letters, registrations and details of other income when requesting the review. This article does not determine tax inactivity or authorise cancelling a registration. The useful question is which outstanding obligations apply to the facts, not which organisation accepts the word dormant.
If the project has been abandoned, discuss an orderly closure rather than allowing compliance reminders to accumulate. Maintaining the company, claiming an available exemption and closing it are separate decisions with different work.
Prepare the handover before buying annual-return support
StartCompany.ie's annual-return service covers Form B1 preparation and filing support, company-detail checks, the required financial-statement attachment and filing confirmation. Attaching accounts is not the same as preparing them or proving eligibility for a particular audit exemption.
A routine B1 order does not automatically include accounts preparation, a dormant-status opinion, an audit or reconstruction of missing records. Explain the no-sales period, bank balances, fees and founder payments before ordering, especially where a deadline is close.
Confirm the work available, exclusions, information deadline and total payable in writing. If the accounts or exemption assessment are not ready, ask about separate accounting support first. A service purchase does not extend a statutory deadline or guarantee CRO acceptance.
- Full-year bank and payment-account statements, including zero-activity periods.
- A list of assets, deposits, receivables, debts and any group counterparties.
- All expenses, interest, founder payments, loans and relevant supporting agreements.
- Share-subscription evidence and an itemised list of any claimed statutory disregards.
- The accounts period, recorded ARD, filing history, prior restrictions and current CRO messages.
- The documented exemption assessment, director decision, final accounts and signing plan.
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Annual Returns
Official information and next steps
Official guidance and legislation checked on 25 October 2026. Bank and founder-payment examples are applications of the statutory tests to the stated facts, not rulings on an individual company. The Section 363 change is read with its 16 July 2025 commencement, even where an older consolidated page marks it prospective.
- Companies Act 2014, Section 365: dormant audit exemption and disregarded transactions
- Companies Act 2014, Section 282: recording transactions, assets and liabilities
- CRO: dormant and small-company audit exemption requirements
- Companies Act 2014, Section 358: separate small-company audit exemption
- Companies Act 2014, Section 335: balance-sheet statements, as adapted by Section 365
- CRO: annual-return filing, accounts and deadlines
- Companies Act 2014, Section 349: first-return accounts exception
- 2024 Act, Section 22: replacement late-filing audit-exemption rule
- S.I. 325/2025: commencement of Section 22 on 16 July 2025
- Revenue: company particulars, trading and requested statements