Establish the CLG's Current Position

Before deciding how the Confirmation Statement should be dealt with, the relevant current position needs to be established.

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;
• 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.

Where an issue is identified, Coddan can determine the appropriate route within the service being provided and identify where a separate specialist service or corporate action is required.

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.

It can also be used to make certain permitted updates, including changes relating to matters such as SIC codes, statement of capital, trading status of shares, applicable PSC exemption information and shareholder information.

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

The level of review depends on the service selected and the circumstances of the CLG.

For a straightforward filing, the work is focused on the information required to prepare and submit the Confirmation Statement and on identifying matters that fall outside that defined filing route.

Where broader annual compliance support is selected, the review can form part of a recurring annual process covering the relevant company information, compliance timetable and matters requiring attention.

Where the CLG requires continuing company-secretarial support, the work can extend into the administration that arises during the year.

There is no reason to create additional work where the company's position is straightforward.

Equally, a statement that nothing has changed should not be treated as proof that everything is necessarily correct.

If something appears inconsistent, the appropriate next step depends on what the issue actually is.

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.

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.

Where membership or corporate-record work is required beyond the Confirmation Statement, it can be dealt with through the appropriate company-secretarial route.

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.

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.

Where records are maintained at a SAIL, the relevant SAIL information and records arrangement needs to be reflected appropriately in the company's Companies House position.

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 requires a separate action, the appropriate route should be followed rather than attempting to make the Confirmation Statement perform a different function.

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.