15/04/25
As a result of the implementation of the Trust Registration Service and advancements in the transparency of Ultimate Beneficial Ownership, a new registration regime was implemented in 2022 by the Economic Crime (Transparency & Enforcement) Act (‘the Act’) called the ‘Register of Overseas Entities’.
Since the implementation of the Act, overseas entities must now register and provide details of their Registrable Beneficial Owners (‘RBOs’) with Companies House if they own or acquire property in the UK, unless exempt. The definition of RBOs mirrors that of the current Persons of Significant Control (‘PSC’) requirements. For example, someone who holds, directly or indirectly, 25% or more of the voting rights of an overseas entity.
Who does this apply to?
In this context, an ‘overseas entity’ is defined as a legal entity that is governed by the law of a country or territory outside of the United Kingdom. A ‘legal entity’ is defined as a body corporate, partnership, or other entity that (in each case) is a legal person under the law by which it is governed.
This applies to overseas entities who bought freehold land or leasehold interests of more than 7 years in England & Wales on or after 01 January 1999 (08 December 2014 in Scotland). This will also apply to overseas entities who wish to acquire land now or in the future.
What is the process of registering and what information must be provided?
Overseas entities who must register with Companies House, must do so by creating an account on the Companies House website, provide the required information and pay a registration fee of £100.00.
The following details must be provided:
- Country of incorporation of the overseas entity;
- Company registration number, if applicable;
- Address for service and email address of the overseas entity; and
- Full name, date of birth, service address of each RBO of the overseas entity and the date on which they became an RBO.
The Act also requires that all documents delivered to Companies House must be in English.
After registering, the overseas entity will receive a unique Overseas Entity ID (‘OE ID’) number to provide to the Land Registry when it buys, sells, transfers, leases or charges UK property or land. From 05 September 2022, overseas entities have been prevented from registering assets with HM Land Registry without a valid OE ID number.
It is worth noting that there is a yearly requirement to keep records of overseas entities with Companies House up to date and to notify them of any changes to the information provided in the initial registration. This mirrors the requirement of UK based companies to file a yearly confirmation statement with Companies House.
If you are a UK-regulated agent for an overseas entity and are registering on their behalf, then you must apply to Companies House for an ‘agent assurance code’. This code will allow you to make applications on behalf of all overseas entities who you wish to function as agent for in the registration. This can be done by providing a completed AG01 form to Companies House.
When is the deadline for registration?
The regime came into force on 01 August 2022 and there was a 6-month deadline from this date for existing overseas entities to register and inform Companies House of the identity of their RBOs. Registration must have been completed on or before 31 January 2023 for overseas entities that owned and land or property in the UK at that time.
As of 31 January 2023, overseas entities who are looking to acquire any property in the UK must first register their RBOs and any other information required before purchasing any land or property.
What are the exemptions?
The Act states that the Secretary of State can make a person exempt of registration if it is either in the interests of national security or for the purposes of preventing or detecting serious crime.
What are the consequences for non-compliance?
A failure to comply with the Act is a criminal offence and could lead to a fine, prison sentence or both. Restrictions can be imposed when buying, selling, transferring, leasing, or charging property or land in the UK.
This article does not constitute legal advice and cannot be relied upon, it is for general information only.
