Ongoing Company Limited by Guarantee maintenance through Coddan

Your company limited by guarantee may be running a club, managing shared property, providing community services or carrying out charitable work. As people join or leave and activities develop, someone needs to keep its records, decisions, correspondence and filings in order. Coddan can help with a particular job or provide continuing administration under an agreed service.

A company limited by guarantee, also called a CLG or LBG company, has members rather than shareholders holding shares. The members give the stated guarantee and exercise the rights in its articles; directors manage the company. Maintaining it therefore means more than copying a share-company checklist or submitting one annual form.

Tell us what you need, even if you do not know the form number. You might have a new committee, an approaching confirmation-statement deadline, an address that is expiring or a membership record nobody has updated. We can discuss the circumstances, identify the available service and confirm the documents, work and charges before you instruct us.

A simple company can use affordable, proportionate support. A charity or property organisation may need additional preparation. Start with the work required and compare the existing CLG secretarial services; continuing administration is not automatically included in a formation order.

Experienced people with clear company-service responsibilities

Coddan has provided formation and business-support services since 2005. We work with company information, articles, decisions, records and filings. That experience helps when a committee changes, an existing CLG needs assistance or the public record does not explain everything the organisation has actually done.

Our team can review the information you provide, ask about missing or inconsistent details and prepare the accepted company documents. Where an instruction includes both a decision record and a filing, we consider them together. A public update should reflect a properly authorised action, and the company should retain useful evidence of that action afterwards.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP) for anti-money-laundering purposes. Relevant customer checks establish who is instructing us, their authority, the organisation involved and the purpose of the work. These checks are especially important where an old officer, a new committee or an overseas representative is giving instructions.

We are also a Companies House-registered Authorised Corporate Service Provider (ACSP). Where separately instructed, that role lets us review identity evidence to the Companies House standard and submit a verification confirmation. It does not decide who controls your CLG or replace the company's approvals.

TCSP supervision and ACSP registration are specific responsibilities, not government endorsements. They do not authorise us to conduct litigation or provide insolvency advice. We explain the company-service work we can accept and identify when an appropriate legal, tax or other professional is needed.

You can retain your existing accountant or solicitor. Agreed company administration can sit alongside their work, with the responsibilities understood. Read why customers instruct Coddan as a formation and company-service provider for our wider approach, or tell us about the particular maintenance task you need completed.

Start with a practical handover and an agreed job

You do not need to move every service to Coddan. If you want help with one confirmation statement, give us the company number, relevant information and your instructions. If you want continuing support, we need enough information to understand the existing arrangements and what you expect us to undertake.

Supply the incorporation documents and current articles, membership records, recent minutes and resolutions, relevant correspondence and details of outstanding filings. Tell us who the directors are, who can approve the work and who will act as the contact. An informal title such as chair or administrator does not by itself establish authority to instruct for the company.

Explain the company's actual activities, charitable or property status and any approaching deadline. Include existing address arrangements and their renewal dates. If another provider keeps records or handles filings, arrange an authorised handover of the relevant material. Do not assume public Companies House information contains the full membership history or every internal approval.

We then agree the work to be performed, the evidence needed and the person responsible for approval. For a continuing service, confirm its term, included changes, any reminders or monitoring actually provided and how additional instructions are charged. We do not promise automatic oversight merely because you have contacted us or bought an earlier service.

Directors retain their statutory responsibilities. Appointing Coddan or an accountant does not transfer every legal duty to the provider. The company must give accurate facts, make its decisions and respond to requests in time for the agreed work.

Administrative support also does not formally appoint Coddan as company secretary. An ordinary private CLG generally need not appoint a secretary unless its articles require one. Any formal appointment requires separate agreement and the appropriate company action and filing. For the first steps after registration, see putting a newly incorporated CLG into working order.

Keep members, voting rights and guarantees understandable

The register of members is a continuing company record. It identifies the legal members, their required details and when they joined or ceased to be members. A supporters' list, sports subscription system or mailing list is not necessarily that statutory register. Establish which people have been admitted to company membership under the articles.

Different membership classes can have different voting or appointment rights. Some organisations use the word member for people who only use facilities or receive services. Keep those arrangements clear so the company knows who receives notices, who may vote and how a valid decision is made.

Follow the articles for admission, resignation and other membership changes. Retain applications, approvals or other evidence where relevant, and update the register promptly. A CLG membership change is not a transfer of shares using a stock-transfer form. It may nevertheless alter control information that must be reported to Companies House.

Record the agreed guarantee correctly. It concerns a contribution in the relevant winding-up circumstances; it is different from a subscription, a donation or a personal guarantee to a landlord or bank. Joining the company does not necessarily require an immediate payment of the guarantee amount.

Companies must still hold their register of members at the registered office or a notified single alternative inspection location (SAIL), with lawful inspection arrangements. The option to keep it centrally at Companies House ended on 26 January 2026. If your company previously relied on that option, establish the required company-held record.

Coddan can prepare or update the agreed member record and appropriate membership documents from reliable information. Where the history is incomplete, reconstruction needs its own assessment rather than invented entry dates. A membership certificate, if supplied, is not a share certificate and does not override the articles or register. The official company-register guidance explains the current requirements.

Maintain director and control information, with the right identity checks

When directors or a secretary change, establish the effective appointment or cessation and retain its supporting authority. Companies House generally needs notification within fourteen days. Coddan can prepare the agreed appointment, cessation or detail-change filing, but a filed form is not a substitute for the underlying decision or consent.

A CLG can have people with significant control (PSCs) despite having no shares. Consider actual voting rights, rights to appoint or remove a majority of directors and other relevant influence or control. More than 25% of voting rights is one condition; being a director or calling someone the founder is not by itself the complete test.

Review control when membership or governing rights change. Relevant PSC changes generally need notification within fourteen days after confirmation. Do not defer them to the next annual confirmation statement. If control is disputed or complex, establish the position with appropriate advice before making a declaration.

Since 18 November 2025, companies no longer have to maintain separate local statutory registers of directors, directors' residential addresses, secretaries or PSCs. Companies House information must still remain current. Retaining useful appointment and decision evidence is different from claiming those former local registers remain compulsory.

Companies House identity verification is separate from our customer checks. Relevant directors and individual PSCs must connect their verified identity to each applicable role. Existing directors provide their Personal Codes through the applicable confirmation-statement process; new appointments require the code as part of the appointment filing. PSCs have a separate process and applicable fourteen-day period.

Where you instruct Coddan's ACSP verification service, the individual completes the Credas document and liveness checks. Coddan reviews the result and any further evidence, then manually submits the verification confirmation through its ACSP account when satisfied. Companies House issues the Personal Code. Credas does not automatically submit that confirmation.

Tell us if you already have a valid code; every maintenance instruction does not require fresh verification. Keep personal and company authentication codes secure. See director and PSC verification support and officer and member changes for the relevant services.

Keep useful minutes, resolutions and company documents

Your articles explain how the company makes decisions. Check who must approve the matter, the required notice, quorum and voting arrangements. An ordinary board decision, a member resolution and a change to the constitution are not interchangeable. Private CLGs are not universally required to hold an AGM, although their articles may require one.

Minutes should record what actually happened: who participated, the relevant interests, the decision and any authority given to act. Written resolutions must use the appropriate procedure and are not available for every type of decision. Do not create a record suggesting a meeting or approval occurred simply because a standard template contains it.

Coddan can prepare agreed minutes, resolutions, appointment documents and company records from the instructions and evidence supplied. The authorised people review the proposed documents, make the necessary decisions and approve the final information. Preparation assistance does not give Coddan voting rights in the organisation.

Keep the current articles accessible alongside amendments, incorporation documents and important agreements. Retain directors' meeting minutes and relevant member resolutions and meeting records for at least ten years under the applicable company-law requirements. Some records need to be available for inspection; not every internal document is automatically public.

Digital, printed or mixed records can be appropriate. Choose a format the responsible people can keep, retrieve and use. Where instructed, Coddan can discuss professionally prepared printed documents, membership records and supporting materials. A company seal or presentation bundle is not a universal maintenance requirement.

For a club with a changing volunteer committee, a usable record of appointments and signatory authority can make the handover easier. For a property organisation, keep decisions alongside relevant contracts and professional advice. We agree the documents needed for the actual job, rather than supply records that imply decisions nobody made.

Annual confirmation statements: review before submitting

A confirmation statement checks the information Companies House holds about your company. It is not an annual set of accounts or a Corporation Tax return. A CLG must normally file at least once every twelve months, including when dormant, within fourteen days after the review period ends.

Check the company record and your own information before approving it. Review directors, any secretary, registered office, records location, Standard Industrial Classification (SIC) activities and PSC information. Share-capital and shareholder sections do not become relevant merely because an ordinary company checklist includes them. The filing also includes the applicable confirmation that intended future activities are lawful.

Some changes can be reported through the statement, such as the SIC code. Other changes, including director, office and PSC updates, need their own notifications. If we identify an overdue or missing update during an instructed review, we explain the additional work rather than treat the statement as correcting everything.

Where Coddan is instructed to file, you supply the current facts, required codes and approval. We prepare and submit the agreed information and provide the filing evidence covered by the service. The statement cannot be completed without meeting the applicable director identity-verification requirements.

The current Companies House online fee is £50 for the relevant twelve-month payment period. This official fee is distinct from Coddan's professional charge unless the selected service expressly includes it. Confirm the total and any associated change work before ordering; filing early can change the next review period.

Use the existing CLG confirmation-statement service for a defined filing or compare continuing support where other administration is needed. The official confirmation-statement guidance explains review periods and separate notifications.

Accounts and dormant companies need their own attention

Annual accounts describe the company's financial position and activity. They need accounting records and appropriate preparation, not just a check of registered details. A non-profit purpose does not remove the accounts duty, and a dormant CLG still normally has Companies House accounts and confirmation-statement obligations.

For a private company, first accounts are usually due twenty-one months after incorporation. Where the first accounting period exceeds twelve months, the detailed rule is twenty-one months after incorporation or three months after the accounting reference date, whichever is longer. Later accounts are normally due nine months after the accounting reference date. Check the actual company deadline and any changed period.

Keep records throughout the year: receipts, spending, bank statements, assets, liabilities and supporting agreements. A club may have subscriptions and event income; a property company may have particular lease or service-charge arrangements; a charity may hold restricted funds. The appropriate accounting treatment depends on those facts.

Companies House dormancy and HMRC inactivity are different tests. A company with bank interest or other transactions should not assume that “we have not started trading” makes dormant accounts appropriate. Ask the person preparing the accounts to establish the correct position before filing.

Coddan can discuss accounts support for the accepted circumstances, with preparation, filing, tax work and the responsible provider identified. Supply the dates, activity, records and any charitable or property status. Do not assume an annual secretarial service includes bookkeeping, audit or every tax return.

Routine accounts filing carries no Companies House filing fee, but preparation is separately chargeable professional work unless included. See company annual accounts support and the official accounts and tax-return timetable. Agree the accounts work early enough for questions, approval and submission.

Handle changes when the organisation makes them

Company maintenance continues between annual filings. You may change the name, revise the articles, admit a new membership class, appoint directors or move the registered office. Tell us about the intended change before it takes effect where possible, so the decisions, documents and filing requirements can be considered in the right order.

A name change usually involves the applicable member resolution or a procedure permitted by the articles, followed by the proper application. The new name takes effect when Companies House registers it and issues the certificate. Update relevant stationery, websites, banks and counterparties afterwards; those practical tasks are not all completed by the filing.

Amending articles ordinarily requires a special resolution and delivery of the required resolution and amended articles to Companies House within the applicable fifteen-day periods. Changes to restricted objects can also require CC04, and that objects amendment takes effect on registration of the notice. A SIC-code change alone does not amend the constitution.

Charitable provisions, property rights, member-class rights and funding restrictions may require further consent or advice. Explain those circumstances rather than assume a simple form can authorise every change. An ordinary CLG does not automatically need restricted objects, but restrictions already in its articles matter.

Coddan can prepare and coordinate the accepted company change, with the supporting documents and record updates identified. You provide the facts and obtain the necessary approvals. New rights should reflect the real organisation rather than convenient wording chosen only to complete a filing.

Use CLG corporate changes and amendments for the relevant service. The official guide to changes during a company’s life explains the different procedures. Contact us promptly about an effective change with a short notification deadline.

Addresses, correspondence and 24/7 access to available scanned post

Your CLG must maintain an appropriate registered office in its company-registration jurisdiction and an appropriate registered email address. Delivered documents and emails should normally reach someone acting for the company; delivery to the office must be capable of acknowledgement. The office is public, while the registered email is not published.

Customers can use their own suitable address with permission. Coddan can supply registered-office options in London EC3, W1W, Canary Wharf and Mayfair, Manchester and Birmingham, Edinburgh and Belfast. An England and Wales company needs an office in that jurisdiction; a Scottish company needs one in Scotland, and a Northern Irish company in Northern Ireland. A routine address change cannot move incorporation between them.

A director's service address, a SAIL and a trading address have different purposes. Coddan's director service-address and SAIL options in London and Aldershot must be used for their agreed functions. A Scottish or Northern Irish company's SAIL must be in its own jurisdiction; our London or Aldershot SAIL service cannot meet that requirement.

Under the agreed address service, incoming post can be scanned and uploaded to the customer portal free of charge. Customers have 24/7 online access to available scanned correspondence. Alternatively, weekly Royal Mail forwarding can be arranged to the nominated address, with forwarding charges and terms agreed separately. Free scanning does not make postage free.

Online access is different from staff working hours, scanning activity and postal delivery times. We do not promise overnight scanning or a particular delivery date. Confirm the mail categories, chosen arrangement, service period and renewal; an official address is not automatically trading premises or a general parcel service.

Your nominated contact needs to read correspondence and arrange any response. Receipt or uploading alone does not include completing the task requested in a letter. See registered-office support for existing CLGs and SAIL and records-location support. Discuss any additional filing work separately.

Keep accounting and HMRC work separate from company administration

Companies House, HMRC and charity regulators have different responsibilities. Filing a confirmation statement does not report the start of taxable activity, submit a Company Tax Return or deal with Pay As You Earn (PAYE) and Value Added Tax (VAT). Give each task a responsible person and retain the relevant acknowledgements.

Receiving the company's Corporation Tax Unique Taxpayer Reference (UTR) does not tell HMRC when it becomes active. Where active and within Corporation Tax, notify HMRC within three months of the start of the tax accounting period. If the company becomes inactive, establish and report the appropriate position; do not ignore a return notice unless HMRC withdraws it.

Corporation Tax payment is usually due nine months and one day after the tax accounting period ends, and a required Company Tax Return generally within twelve months. The tax accounting period cannot exceed twelve months and may differ from the Companies House accounts period. A longer first set of accounts can therefore require more than one tax return.

Other obligations depend on activity. Paying staff or directors can require employer registration and payroll; taxable supplies can create VAT duties. Donations, subscriptions, grants and property receipts do not all have the same tax treatment. Non-profit wording is not a general tax exemption.

Normally retain company financial records for six years from the end of the last financial year concerned, and longer where the rules require. Keep governance records under their separate retention requirements. Agree who holds the records and how they are supplied to the accountant; a scanned official letter is not a substitute for transaction evidence.

Coddan can discuss the registration and accounts work it can accept. Tax-return preparation, VAT-agent work or other continuing financial services must be expressly agreed; do not assume payroll, specialist tax advice or accounting is included in maintenance. You may continue using your accountant. Read our post-incorporation guide for the practical HMRC starting points.

Charitable CLGs have additional reporting and decision duties

If your CLG is charitable, tell us its charity number, regulator and governing restrictions. Company incorporation, charity registration and HMRC charitable tax recognition are distinct. Keeping Companies House information current does not itself update the charity register or complete charity reporting.

In England and Wales, registered charities report to the Charity Commission under the applicable requirements. An annual return, where required, is due within ten months of the financial year end. The information and supporting documents depend on the charity's circumstances. Check the current rules, including accounting-threshold changes applying to relevant financial years ending on or after 30 September 2026.

Scottish charities submit their annual return, accounts, trustees’ annual report and external scrutiny report to OSCR within nine months of their financial year end. Northern Ireland registered charities submit their annual monitoring return and required reports to the Charity Commission for Northern Ireland, generally within ten months of the relevant financial year end, beginning with the first full financial year after registration. Do not apply one regulator's procedures or thresholds to another.

Directors who are charity trustees must consider charitable purposes, public benefit, restricted funds, conflicts and the applicable rules on benefits or payments. Changes to objects, asset provisions or other protected matters may require regulator consent. A company resolution cannot bypass those requirements.

HMRC recognition and the use of income for qualifying charitable purposes determine relevant tax reliefs. A charity may still need a Company Tax Return where HMRC issues a notice or taxable income or gains arise. Charity-register status does not remove every accounting or tax responsibility.

Coddan's company-administration support can cover the accepted corporate documents and filings. Agree any charity-regulator reporting assistance separately; it is not automatically included for every jurisdiction. See the current guidance from the Charity Commission for England and Wales, OSCR and the Charity Commission for Northern Ireland. Specialist charity-law and accounting questions need the appropriate professional.

Get help with overdue work, missing records or a change of direction

If a filing is late or records are missing, contact us with the company number, notices and what you know. We can consider the available company-service work and agree an initial review where needed. A deadline reminder, strike-off notice and completed dissolution have different consequences, so identify the company's actual status first.

Do not create historic minutes or membership entries from guesses. Public filings, earlier correspondence, signed documents and reliable evidence may help reconstruct a record. Coddan can undertake accepted preparation and record work, but disputed appointments, competing instructions or substantial gaps may need legal advice and a separate instruction.

An incorrect Companies House filing also needs the appropriate correction procedure. RP01 replacement filing and other correction or removal routes have different purposes and eligibility. A routine change form cannot necessarily erase an earlier document or correct every error. Explain the original filing, error and evidence before choosing a remedy.

Submitting overdue accounts does not automatically cancel penalties or resolve HMRC matters. If the company is under creditor pressure, in dispute or unable to pay its debts, obtain appropriate professional advice. Ordinary administration does not authorise insolvency advice or promise a successful appeal.

A company pausing its activities may remain registered and maintain its continuing duties. If it is no longer needed, proper closure requires consideration of liabilities, assets, tax and any charitable restrictions. Voluntary strike-off is not a way to avoid creditors. If already dissolved, consider the appropriate restoration route rather than attempting ordinary active-company changes.

Use RP01 replacement-filing support, voluntary dissolution support or CLG restoration support where relevant. These are separately agreed services, not automatically included in annual support.

Agree clear terms and keep your CLG in working order

Choose support around the organisation's needs. A small association with reliable records may only need an annual filing. A growing organisation may want agreed help with member records, appointments, correspondence and changes through the year. You can discuss either approach without purchasing every available service.

A written service agreement is available. It identifies the instructing customer, accepted work, responsibilities and deliverables, referring to the order for agreed charges and inclusions. Confirm who can approve changes to the instruction and how additional work will be agreed.

Buying formation does not automatically purchase ongoing maintenance. Similarly, an annual administration service does not necessarily include all accounts, tax work, historical reconstruction, formal secretary appointment or specialist proceedings. Check the accepted terms rather than infer inclusions from the word support.

Reminders, monitoring, a named contact and response arrangements depend on the particular service. We do not assume our Companies House-integrated formation software performs every maintenance task automatically. Portal access does not mean overnight human review or guaranteed official acceptance.

At a committee handover, preserve the articles, member record, decisions and correspondence, and arrange authorised access to company information. Clear records help the next people continue the organisation's work without having to rediscover its appointments and obligations.