Register of Overseas Entities – important for any overseas entities holding or acquiring property in the UK

Companies House has on 1 August issued guidance for the registration of overseas entities – on the very day the regulations came into force. This information is extremely important for any overseas entity holding or acquiring property in the UK.

What is the Register of Overseas Entities?

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022.
Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and tell them who their registrable beneficial owners or managing officers are.

This will also apply retrospectively to overseas entities who bought property or land on or after 1 January 1999 in England and Wales.

These overseas entities will need to register with Companies House and tell us who their registrable beneficial owners or managing officers are by 31 January 2023.

Entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal.

After registering, the overseas entity will get a unique Overseas Entity ID to give to the Land Registry when it buys, sells, transfers, leases or charges UK property or land. The thinking behind the new regulations is that this will lead to more transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively.

If you do not comply with the Act, you could be fined up to £2,500 per day or get a prison sentence of up to 5 years. You’ll also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.

What an overseas entity is

This is a legal entity, such as a company or other organisation, which has legal personality and is governed by the law of a country or territory outside the UK. The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities, as are the Channel Islands.

What a beneficial owner is

A beneficial owner is any individual or entity that has significant influence or control over the overseas entity. It can be:

• an individual person
• another legal entity, such as a company
• a government or public authority
• a trustee of a trust
• a member of a firm that is not a legal person under its governing law

You must register any beneficial owner that meets one or more of the following conditions known as the ‘natures of control’.

The beneficial owner is an individual person, other legal entity, government or public authority and:

o holds, directly or indirectly, more than 25% of the shares in the entity
o holds, directly or indirectly, more than 25% of the voting rights in the entity
o holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
o has the right to exercise, or actually exercises, significant influence or control over the entity

The beneficial owner is a trustee of a trust and:

o the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
o the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
o the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
o the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company

The beneficial owner is a member of a firm that is not a legal person under its governing law and:

o the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
o the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
o the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
o the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company
A firm is a partnership, unincorporated association or other entity that is not a legal person under the law by which it is governed.

What information you need to submit

You’ll need to provide information about the overseas entity, any registrable beneficial owners, and the UK-regulated agent that carried out verification checks. You may also need to provide information about managing officers.

Overseas entity information

You’ll need to tell Companies House the overseas entity’s:

• name
• country it was formed in
• registered office address and correspondence address
• email address – we’ll use this to send important information, including the Overseas Entity ID
• legal form and governing law
• public register it appears on and its registration number (if it has one)
If the entity has disposed of UK property or land since 28 February 2022, it will also need to tell Companies House:
• the deed or title number of the land or property
• the date that the land or property was disposed of
• details of any additional beneficial owners or managing officers at the time the land or property was disposed of

UK-regulated agent information

You’ll need to tell Companies House the agent’s:

• name
• correspondence address
• email address – this will be used if Companies House need more information about the verification checks
• supervisory body
• Anti-Money Laundering (AML) number, if you have one
• the name of the person with overall responsibility for verification checks.

If you’re the UK-regulated agent, you’ll also need to tell Companies House:

• when the verification checks were completed
• your agent assurance code

Beneficial owner information: other legal entity

You’ll need to tell Companies House each beneficial owner’s:

• name
• registered office address and correspondence address
• legal form and governing law
• public register it appears on and its registration number (if relevant)
• date they became a beneficial owner for the overseas entity
• nature of control
• if they’re on the UK Sanctions List

Beneficial owner information: government or public authority

You’ll need to tell Companies House each beneficial owner’s:

• name
• registered office address and correspondence address
• legal form and governing law
• date they became a beneficial owner for the overseas entity
• nature of control

Beneficial owner information: trusts

If any trustees of a trust are registrable beneficial owners, you’ll need to give Companies House information about that trust. This includes details about people or entities which are:

• current or past beneficial owners
• beneficiaries
• settlors
• grantors
• interested persons

If no beneficial owners can be identified

If there are no beneficial owners, or you have not identified all your beneficial owners, you’ll need to give Companies House information about the overseas entity’s managing officers. This is a director, manager or company secretary of the overseas entity.

Managing officer information: individual

You’ll need to tell Companies House each managing officer’s:

• full name (and former names, if relevant)
• date of birth
• nationality
• correspondence address and home address
• occupation (this is optional)
• roles and responsibilities in relation to the entity

Managing officer information: corporate

You’ll need to tell Companies House each managing officer’s:

• name
• registered office address and correspondence address
• legal form and governing law
• public register it appears on and its registration number (if relevant)
• roles and responsibilities in relation to the entity
• the full name and email address of someone Companies House can contact about this managing officer

What is needed for verification checks

A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered. It will need to provide an agent assurance code and an overseas entity verification checks statement to confirm that it has done this.

They must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

Verification checks must be completed no more than 3 months before the overseas entity is registered.

Apply to register an overseas entity and its beneficial owners

You’ll need:

• to sign in to or create a Companies House account
• to give Companies House the name and email address of someone they can contact about the application
• to give information about the overseas entity and its beneficial owners or managing officers
• to tell Companies House about the UK-regulated agent that completed verification checks
• to give information about trusts (if relevant)
• a credit or debit card to pay the £100 registration fee – for now, you cannot pay with a Companies House payment account
• You’ll also need to provide an agent assurance code if you’re the UK-regulated agent who carried out the verification checks.

Updating information on the register

The overseas entity must file an annual update one year after it was registered, and every year after that. This will be used to tell Companies House about any changes, or confirm that the information held is still correct. It must be filed no later than 14 days after the due date. It can also file earlier if it needs to update any information.

For further information and relevant links, see Gov.uk’s guidance here