Inactive Company: What You Still Have to File Even If You Don’t Invoice Anything

It is one of the costliest misconceptions among small business owners: believing that if the company doesn’t invoice, there is nothing to file. An inactive company is not a non-existent company. Until it is formally wound up, it still has a tax ID, it still appears in the Commercial Registry, and it is still subject to its tax and corporate obligations. Today, in 2026, the tax authorities cross-check this data automatically, and silence gets noticed.

What you still have to file while the company is dormant

Form 200 (Corporate Income Tax). Every commercial company must file it each financial year, even if it had no revenue, made a loss, or ended up with a result of zero. Where the financial year matches the calendar year, the deadline ends in July of the following year, so the Form 200 for the 2025 financial year was due this summer. A company with no revenue that only bore 2,000 euros in expenses (accountant’s fees, charges, bank commissions) files a Form 200 showing a loss. That filing is not an empty formality: it records the losses, which may, where applicable, be offset against profits in future years within the limits set by law.

Annual accounts. The directors must draw them up within three months of the year-end. The general meeting must approve them within the six months following the year-end. They must then be deposited with the Commercial Registry within one month of approval. Having no activity does not exempt you from this: accounts with minimal movements are deposited, but they are deposited.

Books and periodic obligations. You must keep the accounting records and the minutes book, and have the books legalised with the Commercial Registry. In addition, as long as the company remains registered in the tax census, other returns may still be live, such as periodic VAT returns (which must also be filed with no transactions) or withholding returns if payments subject to withholding were made. What applies in each case depends on what appears in the census, and it is worth checking before you assume anything has been cancelled.

The risks of letting it die

Abandoning a company without dissolving it doesn’t make it disappear; it only piles up problems:

First, there are the penalties and surcharges for filing the Form 200 late or not at all, which grow over time. Second, there is the failure to deposit the accounts: the law provides for fines starting at a minimum of 1,200 euros, and the Commercial Registry may also close the company’s registry page, meaning it will not register anything (not a change of director, not a dissolution) until the outstanding deposits are brought up to date. Catching up when several years are overdue costs far more than filing almost-empty accounts each year.

There is also a personal risk. Directors are liable if the company falls into a cause for dissolution, for example because losses reduce net equity below half of the share capital, and they neither call the general meeting nor act within the legal deadline. In that case they may be liable with their personal assets for subsequent debts. And if the failure to file returns drags on, the tax authorities may go as far as revoking the entity’s tax ID, which blocks it from dealing with banks, customers and suppliers.

How to dissolve a company properly

If there is no longer any point in keeping it, the right thing to do is close it through an orderly procedure:

1) Resolution to dissolve at the general meeting and appointment of liquidators (often the directors themselves). 2) Public deed and registration of the dissolution in the Commercial Registry. 3) Liquidation: collect what is owed, pay the debts and prepare the final balance sheet, with a proposal for distributing any remaining assets among the shareholders. 4) Deed of extinction and cancellation of the registry entries. 5) Deregistration from the census using Form 036, once the company has been extinguished. 6) Filing of the final Form 200 and any other returns due up to that point.

Two practical points. First, taxes and accounts for prior years must be up to date before closing, because the Registry will require any outstanding deposits. Second, accounting records must be kept for six years after the company is extinguished, under the Commercial Code. And if the company has debts or assets, or the shareholders want to make use of its losses or reserves, it is worth studying each case before deciding, because the way the liquidation is carried out changes the tax result.

At Zythos Business we support freelancers and SMEs through this whole process, from bringing the overdue years of a dormant company up to date to handling its dissolution without surprises. If your company is on pause and you don’t know what you still have to file, a review of the census and of the outstanding financial years is usually the first step in deciding with confidence whether to keep it or close it.