Which Annual Confirmation Statement Filing Route Fits Your CLG?

What is a CLG Confirmation Statement in the UK? It is the company's annual Companies House filing used to confirm that the relevant information held on the public register is up to date. For non-profit companies formed as a Company Limited by Guarantee, the filing remains part of the ordinary Companies House annual cycle even where the organisation is not trading for profit.

This page explains the Companies House Confirmation Statement for non-profit companies, including the practical review that should take place before the filing is submitted. It also explains the annual compliance obligations for a Company Limited by Guarantee without suggesting that every CLG needs a full corporate review each year.

It is designed as a practical non-profit annual Confirmation Statement requirements and guide, covering the filing itself, the review period, separate filing issues and the optional support available when the annual process is part of wider administration.

Not every CLG needs the same level of support. Coddan can provide a company limited by guarantee compliance agent service for the annual filing itself, while broader non-profit annual filing and maintenance support can be considered where the CLG needs continuing administration.

This is also relevant to associations structured as Companies Limited by Guarantee that need a streamlined Companies House annual filing service, including customers who prefer an outsourced annual filing arrangement rather than managing the submission internally.

You may simply need the annual Confirmation Statement prepared and filed.

You may instead want a recurring annual compliance arrangement so that the confirmation point, relevant information and deadlines are dealt with as part of an annual process.

Your requirement may extend further if the CLG needs continuing company administration during the year, such as assistance with corporate information, members, officers, records or routine changes.

And if the company is already facing an overdue filing, Companies House correspondence or strike-off action, the routine annual route may no longer be the appropriate starting point.

The route should therefore follow the work the CLG actually needs:

• One-off filing — where the requirement is the preparation and filing of the Confirmation Statement.
• Annual compliance — where you want recurring support around the annual confirmation and related compliance timetable.
• Continuing administration — where the CLG needs company-secretarial support during the year as well as at its annual filing point.
• Corrective or exceptional work — where something already requires attention before the normal annual process can be completed.

You do not need to purchase ongoing support simply because your CLG has an annual filing obligation.

An existing CLG can instruct Coddan for this work even if Coddan did not form or incorporate the company. The service is based on the current company information, authority and approvals supplied for the agreed task.

Establish the CLG's Current Position

Before the Confirmation Statement is prepared, it helps to establish what the company's current position actually is.

Depending on the circumstances, this may involve considering:

• the company's current status and Companies House information;
• registered office and registered email information;
• directors and other relevant officer information;
• company secretary information where a secretary is appointed;
• PSC information where applicable;
• SIC codes and the company's stated activities;
• information relevant to the Confirmation Statement;
• the CLG's members and guarantors where relevant;
• corporate or statutory records;
• changes that may already have occurred;
• matters that may require a separate filing or corporate action; and
• identity-verification status where relevant to the current Companies House requirements.

The purpose is not to turn every annual filing into a full corporate investigation.

It is to distinguish a straightforward confirmation from a situation in which something else needs to be addressed.

If something appears wrong, Coddan can explain what needs separate attention and, where appropriate, point you to the relevant specialist service.

What a Confirmation Statement Actually Does

A Confirmation Statement is the Companies House filing used to confirm that the company's relevant information held on the register is up to date. In practical terms, it is the annual confirmation point for the company's public Companies House information rather than a general-purpose annual report.

Understanding the CS01 Filing for Guarantee Companies

For customers searching for an understanding of the CS01 filing for guarantee companies, CS01 is the Companies House filing category used for a Confirmation Statement. The exact information to be confirmed or updated depends on the company's circumstances and the information Companies House requires.

A Confirmation Statement can be used to provide or update certain information that Companies House permits within that filing, depending on the company's structure and circumstances. For a Company Limited by Guarantee, this should not be described as a shareholder or share-capital filing: a CLG does not have share capital or shareholders in the ordinary limited-by-shares sense. The annual review should instead identify the information that applies to the CLG and whether any separate filing is required.

Where a change affects a director, guarantor or other corporate participant, the annual review should identify whether the relevant information can be dealt with through the Confirmation Statement or whether a separate filing is required. This is why updating guarantor and director records on a Confirmation Statement must be considered in the context of the company's actual records and filing obligations.

It is not a general-purpose company-change filing.

For example, changes involving directors, company secretaries, PSCs or the registered office generally need to be dealt with through the relevant process rather than simply being incorporated into the Confirmation Statement.

The Confirmation Statement also does not replace other corporate or regulatory obligations.

It does not itself constitute:

• annual accounts;
• tax filings;
• Charity Commission reporting;
• maintenance of the company's internal corporate records;
• identity verification;
• governance action; or
• dissolution or restoration work.

The important point is therefore not simply whether a Confirmation Statement is due, but whether the information being confirmed is ready to be confirmed and whether anything separate needs to be dealt with first.

What We Check Before Filing

What is checked depends on the service you choose and on the CLG's circumstances. For customers looking for a Companies House confirmation statement agent for guarantee companies, the practical starting point is to establish what information is due to be confirmed, what has changed and whether anything needs a separate filing.

For a straightforward filing, the work is focused on the information needed to prepare and submit the Confirmation Statement and on spotting matters that need a different filing or service. This is the role of a professional corporate filing bureau for CLG Confirmation Statement submission: provide the agreed preparation and filing work without taking over the company's underlying statutory responsibilities. This can include reviewing guarantor and officer details for the annual Confirmation Statement, checking relevant company information and ensuring the data used for the filing is internally consistent.

Where an electronic submission is appropriate, Coddan can provide an e-file annual Confirmation Statement service for a Company Limited by Guarantee, including an outsourced CS01 electronic filing service where that is the agreed requirement.

With broader annual compliance support, the review can form part of a recurring process covering the relevant company information, filing timetable and matters that need attention.

If the CLG also needs company-secretarial help during the year, that can be dealt with through the wider support service.

If the company's position is straightforward, there is no reason to turn a simple filing into a larger exercise.

Equally, saying that nothing has changed is not the same as checking that the information is correct.

If something does not match, the next step depends on what the problem actually is.

The company and its directors remain responsible for the underlying company information, decisions and approvals. Coddan's role is to carry out the professional work that has been instructed and to submit the filing where that forms part of the service.

Your CLG's Members, Guarantors and Corporate Records

A Company Limited by Guarantee has its own membership structure, and that can be relevant when considering the company's current corporate position.

The public Companies House record does not necessarily contain every detail that establishes the organisation's internal corporate position. The objective is therefore to support accurate annual filings by comparing relevant internal information with the Companies House information that actually needs to be confirmed, rather than claiming that every register can be synchronised line-for-line.

The practical aim is not to imply that a CLG's internal register of members can simply be synchronised line-for-line with the Companies House register. Instead, the annual review should identify relevant differences between the company's own records and the public information that needs to be confirmed or separately updated. In that sense, the process supports data accuracy for guarantee company annual filings without turning the Confirmation Statement into a formal statutory-register audit. The service should therefore not be presented as a non-profit statutory register audit and Confirmation Statement filing package unless that wider scope has actually been agreed.

Where relevant, consideration may therefore need to be given to:

• the current members or guarantors;
• admissions or departures;
• changes affecting a member or guarantor;
• the company's own register and records; and
• any constitutional or corporate consequences arising from a change.

This does not mean that every CLG requires an annual membership exercise.

It means that where the membership structure is relevant to understanding the company's current position, the company's own records should not simply be disregarded because the annual filing is made at Companies House.

If membership or corporate-record work is needed beyond the Confirmation Statement, it should be dealt with separately.

Registered Office, Registered Email, SAIL and Activities

Several parts of the company's administrative position can become relevant when preparing the annual Confirmation Statement.

The registered office is the company's registered address and is distinct from other address or correspondence arrangements. As part of annual compliance, the company should also consider whether its registered office information remains correct and whether its registered email and SAIL arrangements remain appropriately recorded.

This is particularly relevant to registered office and SAIL address verification for non-profits: the addresses and inspection arrangements serve different purposes and should not be treated as interchangeable.

A registered email address is used by Companies House to contact the company and is not published on the public register.

A CLG may also have a Single Alternative Inspection Location (SAIL) where appropriate company records are kept.

If the company uses a SAIL, the relevant address and inspection information should be kept consistent with the company's Companies House record.

The company's SIC codes and stated activities should also be considered where relevant.

These matters perform different functions.

A registered office, registered email address, SAIL and corporate records should not be treated as interchangeable simply because they all form part of the company's administration.

If an address, records or inspection arrangement needs a separate filing or update, that should be dealt with through the relevant process rather than trying to use the Confirmation Statement for a different purpose.

What If Nothing Has Changed? What If the CLG Is Dormant?

A company must still file a Confirmation Statement even if nothing has changed during the relevant period.

The absence of an obvious change does not remove the annual filing obligation.

A dormant or non-trading CLG is not automatically exempt either.

Dormant companies must continue to meet their Companies House Confirmation Statement obligations, alongside their applicable annual accounts requirements.

The important distinction is between:

nothing has changed, and

the company has established that its current information is ready to be confirmed.

Where the position is genuinely straightforward, the annual process can remain straightforward.

Annual CLG Compliance

The Confirmation Statement can also sit within a recurring annual compliance service for a CLG.

That is different from buying the standalone filing as a one-off service.

Your CLG must review its records and file at least one Confirmation Statement every 12 months. The relevant review period normally runs for 12 months from incorporation for the first statement, or from the previous confirmation date for later statements. The Confirmation Statement can be filed up to 14 days after the review period has ended.

You do not have to wait until the review period ends. If you file the Confirmation Statement early, you choose a new confirmation date and the next review period starts from the day after that date. This filing window is separate from individual identity-verification deadlines that may apply to directors or People with Significant Control (PSCs), so the two requirements should not be treated as the same deadline.

A recurring arrangement may suit a customer who wants the annual filing, relevant checks and deadline reminders handled as part of an established yearly cycle. This is the practical setting for outsourced CS01 electronic filing and annual compliance support for non-profits where the customer wants continuity without transferring the directors' legal responsibilities.

Depending on the agreed scope, this can involve:

• recurring review of relevant company information;
• preparation and filing of the Confirmation Statement;
• consideration of relevant CLG information;
• identification of matters requiring separate attention;
• agreed deadline coordination or notifications where expressly included; and
• continuity into the next annual cycle.

This does not mean that every CLG needs a full annual "health check".

It is simply a way to keep the agreed annual work organised from one filing cycle to the next. Where a CLG wants the annual filing and related checks coordinated as part of continuing support, this can operate as a managed confirmation statement service for non-profits within the agreed package.

That is the distinction between a one-off filing and recurring annual compliance.

Broader CLG Company Administration

Some CLGs need support that extends beyond the annual filing cycle. This is where a compliant non-profit annual maintenance and CS01 submission arrangement may be more appropriate than arranging a one-off filing each year.

The requirement may arise because the company has continuing administrative work during the year, rather than because its Confirmation Statement is particularly complicated.

This can include circumstances involving:

• ongoing corporate information administration;
• members and membership administration;
• directors, officers and PSC information;
• routine corporate changes;
• company records;
• registered-office or related administrative arrangements; or
• associated Companies House administration.

The distinction is therefore:

annual compliance deals principally with the recurring annual cycle;

continuing company administration deals with work that continues to arise during the year.

If the CLG needs that wider level of help, an ongoing package may be more practical than arranging each task separately.

When Annual Filing Is Not Routine

An overdue Confirmation Statement needs a different response from a routine annual filing. If you are looking for an overdue confirmation statement fix service in the UK, the first step is to establish what is overdue, whether Companies House has already taken further action, and whether another filing or correction is required.

The first step is to establish the company's current position, including what filing is outstanding and whether other matters have contributed to the problem.

If Companies House has already started strike-off action, the situation requires further care. Where appropriate, this may involve an overdue Confirmation Statement recovery service rather than the ordinary standalone filing alone. Prompt attention may help address an outstanding non-profit compliance filing before the company's position deteriorates further, but Coddan cannot guarantee that a filing will prevent strike-off or that Companies House will accept it.

A first Gazette notice may indicate that the company is already within a strike-off process. Companies House guidance states that failure to file a Confirmation Statement can lead to a financial penalty and strike-off, so timely filing remains an important part of maintaining a guarantee company's good standing. This is why preventing company strike-off with timely non-profit compliance is best approached through accurate, timely filings and prompt attention to Companies House action, rather than through any promise that a filing will automatically stop dissolution.

Timely action can also help with avoiding Companies House late penalties for non-profit companies where a financial penalty or other consequence is applicable. It does not, however, create a guarantee that filing will stop an existing strike-off process.

A sensible starting sequence is to:

• establish the company's current status;
• establish what has caused the Companies House action;
• identify outstanding filings or compliance matters;
• determine what corrective action is required;
• make the appropriate filings or other actions within scope; and
• confirm what remains outstanding and what the company needs to do next.

A Confirmation Statement should not be presented as an automatic way to stop strike-off action.

If the company has moved into dissolution or restoration territory, a separate specialist process is needed.

Identity Verification, Personal Codes and Annual Filing

Companies House identity verification is now part of the company's filing requirements. Where applicable, this makes a Confirmation Statement with verified director Personal Codes an important part of the current annual filing process. The current ECCTA framework therefore needs to be considered where the applicable identity-verification requirements affect the annual filing.

For a current director, the Companies House Personal Code is provided as part of the company's next Confirmation Statement filing. Each director has a personal code, and the same code is used for each company appointment that requires confirmation. This creates an important Companies House Personal Code integration for directors within the annual filing process. A CLG should not, however, assume that the term "trustee" carries the same Companies House filing role as a director; where a charitable organisation uses trustee terminology, its legal corporate structure should be identified first.

Companies House states that a company cannot file its Confirmation Statement unless all its directors have completed the required identity verification.

PSC identity verification is a separate requirement. The timing for providing a PSC's Personal Code depends on the person's circumstances, including when they became a PSC and whether they are also a director. Where a CLG needs wider support, an annual review can therefore include Personal Code compliance alongside the Confirmation Statement, rather than treating identity verification and filing as the same task.

Where someone is both a director and a PSC, the requirements for the two roles should not be treated as the same filing step.

The annual Confirmation Statement should therefore be considered alongside the company's identity-verification position where relevant.

This page does not try to reproduce the full identity-verification process.

If verification or a Personal Code issue needs further help, use the specialist Director & PSC Identity Verification / ACSP Compliance service rather than treating it as part of the ordinary filing itself.

Coddan is an ACSP and can provide applicable identity-verification assistance where that service is instructed. This can provide Confirmation Statement filing with ACSP verification support and an authorised corporate service provider confirmation statement filing route where identity verification is separately required; verification support does not replace the company's responsibility for the underlying filing.

Confirmation Statement and the Rest of the Annual Compliance Cycle

The Confirmation Statement is one part of the company's annual compliance position. For a CLG, this may sit within an ECCTA identity verification and annual compliance review where identity-verification requirements and other Economic Crime and Corporate Transparency Act considerations are relevant, but the Confirmation Statement does not replace the company's wider statutory or governance obligations.

Annual accounts are a separate Companies House obligation and should not be treated as part of the Confirmation Statement itself.

Other obligations may also arise depending on the CLG's circumstances, including:

• HMRC matters;
• Charity Commission obligations where the CLG is a registered charity;
• corporate and governance requirements;
• maintenance of company records;
• member or guarantor matters; and
• changes that require separate Companies House filings.

Some of these matters may be connected, but they remain separate obligations and services.

Page 14 — Annual Accounts provides the appropriate destination for detailed accounts-related matters.

This page therefore keeps the wider annual cycle visible without presenting the Confirmation Statement as an annual-accounts or tax service.

Support for International Professional Partners

Accountants, lawyers, advisers, company formation agents and other professional firms can instruct Coddan where a CLG client needs UK Confirmation Statement or related corporate-administration support. The instruction should identify the company, required work, authority, information and any approvals needed before filing.

Discuss a professional partner instruction with Coddan