Companies House documents for due diligence

A useful Companies House due diligence pack is selected for the transaction, not downloaded indiscriminately. Public documents help establish identity, reported history and aspects of the company's constitution and finances. They should be read alongside internal records and current information supplied by the company. ^[1]

Start with identity and constitutional documents

Obtain the company number, incorporation information, current name and relevant name-change certificates. Review the articles and filed resolutions that may have amended them. Check that the version used for the transaction is the current constitution rather than the original incorporation copy.

Where a company belongs to a group, identify the specific entity involved. A parent's documents do not substitute for the subsidiary's authority or financial position.

Review accounts and filing continuity

Collect accounts covering the periods relevant to the review and examine gaps or late filings. Consider what the disclosed accounts actually contain; reduced disclosure can limit the information available. Public accounts are also historic, so ask for current financial material where the risk warrants it.

Compare confirmation statements and capital filings with the ownership narrative. A sequence of documents may be needed to explain how the current structure arose.

Check officers, control and charges

Review relevant appointments, departures, PSC entries and registered charges. A charge entry can point to financing arrangements that require further investigation, including lender consent or restrictions affecting a proposed transaction. Read the underlying document where available rather than treating a brief label as a complete account.

The public record is evidence of information filed, not a blanket assurance that all underlying facts or obligations have been independently verified.

Request the internal records that fill the gaps

The company must maintain its own register of members under the current rules. Obtain and reconcile it where ownership matters, alongside share certificates and transaction documents. A public confirmation statement should not automatically be treated as a complete substitute. ^[2]

• Current articles and relevant resolutions.
• Register of members and capitalisation schedule.
• Share issue and transfer documents.
• Board approvals for the proposed transaction.
• Material contracts and financing documents.
• Explanations of discrepancies or missing evidence.

Keep a dated findings schedule

For each document, record its date, source, significance and any unanswered question. Distinguish a missing document from an adverse finding: both need attention, but they are not the same conclusion.

Build the pack around the buyer's question

For a proposed share investment, focus on the company's constitution, ownership history and financing restrictions. For a supplier credit decision, financial timing and contracting identity may be more immediately relevant. Write the purpose at the top of the pack so reviewers understand why particular documents were selected and what the public information cannot answer.

Create an index containing document type, period or event date, filing date and the question it supports. This makes it easier to distinguish an incorporation document from amended articles, or the most recent accounts from an older set. A folder of downloaded files with unclear names invites reviewers to rely on the wrong version.

Connect public filings with private evidence

Public shareholder information should be reconciled with the company's register of members and supporting transactions where ownership is material. A confirmation statement is a reported snapshot, not a substitute for the underlying history. Ask about proposed or conditional transactions separately so they are not confused with completed ownership changes.

Where a charge appears, examine the relevant document and ask for current financing information. A historic registration may require further evidence about the present position. Conversely, absence of a particular public entry should not be treated as a complete statement that no contractual restriction or financial obligation exists. Match the request to the actual deal.

Use a findings schedule rather than a document dump

Record each material point as a fact, question or action. For example, amended articles may introduce consent rights relevant to investment. The action is to establish the approvals needed, not merely to note that amended articles exist. Link each finding to the supporting document and ask the company for a response where information is incomplete.

An illustrative buyer sees a stable shareholder list in annual filings but receives an internal cap table with a different class structure. The useful next step is a reconciliation supported by the relevant allotment and constitutional documents. Choosing the newer-looking spreadsheet without investigating the difference would not resolve the ownership question.

Control dates and sensitive information

Record when searches were performed and decide which matters need refreshing near completion. A pack assembled months earlier may omit a later filing or transaction. Keep personal verification material outside a general due diligence folder; identity codes are not needed simply to explain the company's capital structure or reporting history.

For investor-specific preparation, read Preparing for an investor due diligence request. Companies House filing review can help organise a focused review of company documents, with additional financial or legal work agreed according to the transaction and findings.

For example, an investor may accept a historic late filing after understanding the cause, while an unexplained mismatch in share ownership may need resolution before completion. A concise findings schedule helps direct attention to issues that affect the transaction rather than the volume of documents collected.