Insight

The Register of Overseas Entities, how it affects you and what you need to know

What is the Register of Overseas Entities?

The Register of Overseas Entities is a register forming part of Companies House. The register will hold details of overseas entities who own property within the UK.

What is an overseas entity?

An overseas entity is a legal entity such as a company, trust or other organisation which has its own legal personality and is governed by law of any country/territory outside of the UK.

Why was the Register introduced?

Within the past 12 years, the number of overseas owners of residential propertyin the UK has tripled. Despite there being many positive to this, there is a growing concern with Money Laundering in the property sector. Specifically in areas such as London where there are many international investors.
The concerns are mainly due to the lack of access UK individuals and entities have to information on overseas entities. We are not able to simply access these details on a quick web-search, as we are able to do with UK companies, which may allow for information to be hidden away.

The Economic Crime (Transparency and Enforcement) Act 2022 was recently and rapidly passed in the UK. The Act aims to tackle financial crime, one way in which it does this is by increasing transparency between the United Kingdom and the foreign entities dealing with properties within it.

Who needs to register, what and when?

As of 1 August 2022, any overseas entities who have bought property or land on/after
– 1 January 1999 in England and Wales;
– 8 December 2014 in Scotland; and
– 1 August 2022 in Northern Ireland
are required to register with Companies House.

If you, as an overseas entity, have purchased any property (including any registerable tenancies) within the above-mentioned dates or plan to do so, you will need to apply to the register. Failure to do so will prevent you from being able to register any change of interest with HM Land Registry and thus prohibit your ability to buy or sell any land in the UK.

You will also need to register if you have disposed of property or land after 28 February 2022.

What is required for registration?

You will need an agent (such as ourselves) to carry out the relevant due diligence and make the application to Companies House. In order to become an agent, a firm will need to hold an agent assurance code.

When carrying out our due diligence, we will mainly require information surrounding the corporate structure and the beneficial owner(s) of the entity. Please note, this will be provided to and displayed on Companies House following registration.

Are there any important deadlines?

The deadline for registration is 31 January 2023. If this deadline is missed, you may face sanctions, sentences and delays on transactions with your property.

Following registration, you will need to file annual updates on the overseas entity and notify Companies House as to any changes to the entity and its structure. The entity may be removed from the register where it is no longer a registered owner of any property in the UK.

With there being less than 30 days until this deadline, please contact our Real Estate team where one of our expect solicitors would be pleased to help you with your application to register your overseas entity.

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