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August 19, 2022

Register or Regret: The UK’s Register of Overseas Entities

From the 1 August 2022, through the Economic Crime (Transparency and Enforcement) Act 2022, the UK Register of Overseas Entities (“ROE”) was created. The ROE is going to be maintained by Companies House. It has been suggested that the ROE will allow for more transparency and will assist law enforcement with investigating suspicious wealth and tackling corruption.

Who needs to register?

The guidance states that “Overseas Entities who want to buy, sell or transfer property or land in the UK must register with Companies House and tell them who the beneficial owners or managing officers are”.

The ROE also has a retrospective effect by stating that it will apply to overseas entities who bought property and land on or after:

  • 1 January 1999 in England and Wales;
  • 8 December 2014 in Scotland; and
  • 1 August 2022 in Northern Ireland.

Where overseas entities have disposed of property or land after 28 February 2022, they will be required to register and provide details of the disposal, and this includes:

  • The deed or title number of the land or property;
  • The date of disposal of the land or property; and
  • Details of any beneficial owners or managing officers at the date of disposal.

What is the deadline for registration?

For overseas entities that already own property or land in the UK, they will be required to register on the ROE by 31 January 2023.

In addition to this, from 05 September 2022, overseas entities also need to be aware that they need to be registered on the ROE and obtain an Overseas Entity ID before applying to HM Land Registry to become the registered owners of the ‘qualifying estate’. It will therefore be crucial for overseas entities to consider their registration status as soon as possible.

A ‘qualifying estate’ in England and Wales includes:

  • A freehold estate in land; or
  • A leasehold estate in land for a term over 7 years from the date of grant.

The Land Registry have stated that this will allow time for those overseas entities currently dealing with transactions to register and obtain a Overseas Entity ID before making the application to them.

From 05 September 2022, the Land Registry will also place a restriction on the title register to all registered qualifying estates where the overseas entity became the registered owner since 1 January 1999 (with some possible exceptions). Legal advice should therefore be sought on registration and date of effect of this restriction.

What constitutes as a Overseas Entity?

A legal entity includes a company, partnership or other organisation, that has legal personality and is governed by the law of a country or territory outside the UK.

What constitutes as a beneficial owner?

Any individual or entity that has significant influence or control over an overseas entity, they 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 its legal person under the governing law.

Details of who is classed as a beneficial owner can be found here.

What information needs to be provided?

The information that needs to be provided to Companies House can be found here.

What if I do not take any action?

Failure to register with the ROE and failure to update the ROE is a criminal offence. In addition to this, there is another criminal offence for trying to dispose of the property without being registered with the ROE.

As stated above, there will also be restrictions will also be imposed when buying, selling, transferring, leasing or charging property or land in the UK. It is a criminal offence for an overseas entity to make a disposition if prevented by the restriction mentioned above.

If you have any queries on any of the information in this article, or need help with registration with Companies House, please do not hesitate to contact a member of our team.

Disclaimer: This article is for general information only and is not intended to constitute individual advice. It is recommended that you seek independent tax advice with regards to your requirement to register to the UK’s Register of Overseas Entities.

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