What is the Register of Overseas Entities?

On 1st August 2022, the UK’s Register of Overseas Entities (ROE) came into effect. Implemented by the Transparency and Enforcement Act 2022, the new Act means that all foreign company owners of UK property or land must submit the correct company information by January 31st 2023.

The registration must be submitted to Companies House, and must include any beneficial owners of the Company, including individuals, government, or public authority.

If registrations are not submitted by this date, foreign company owners cannot sell or lease their property. What’s more, they face fines of up to £2,500 per day, or a prison sentence of up to five years.

Unless you apply to be removed from the Register, all information about the company must be updated annually.

What is classified as an Overseas Entity?

An overseas entity is a company, Limited Liability Partnership (LLP), or other entity that is registered overseas (outside of the UK) that wishes to become registered as the legal owner of freehold or leasehold property in the UK. This includes companies and LLPs located in the Isle of Man, the Channel Islands, and the Republic of Ireland.

What is the aim of the Overseas Entity Register?

The aim of the overseas Entity Register is to ensure overseas companies are using UK property appropriately. UK property refers to any freehold estate, leasehold estate, or land.

This is an important period of transition and it’s essential for overseas entities to register before January 31st 2023.

What information needs to be submitted?

Please refer to our Registering an Overseas Entity article for detailed information regarding how to register for the Overseas Entity Register.

Once the documents are submitted, HM Land Registry must enter a restriction on the Property register in relation to a qualifying estate. This is provided that the following points are satisfied:

  • The overseas entity is registered as the Proprietor of the property
  • The overseas entity became registered as the Proprietor of the property on or after January 1st 1999 (in England or Wales), on or after December 8th 2014 in Scotland and on or after August 1st 2022 (in Northern Ireland).

Once the registration process is complete, you will receive a unique Overseas Entity ID.

Implications of not completing registration

Unless the overseas entity (and every defaulting officer of the entity) is registered with The Register of Overseas Entities, the property cannot be sold or involved in any transactions whatsoever.

No legal title can be acquired by the overseas entity, as the Land Registry will refuse and reject any application to register the overseas entity as a proprietor of the estate. What’s more, any transactions attempted will face either delay or cancellation.

The above Act affects any party buying, selling, or leasing land or property to or from an overseas entity. Even if your company is not an overseas entity, you will not be able to complete a transaction if the other party is an overseas entity and has not registered.

Here at Chesterfield, we can support you with the entire Overseas Entity Registration process prior to the end of the transitional period. We will ensure that all steps are correctly completed, and that you obtain an Overseas Entity ID. We will also conduct annual registrations on your behalf.

This is a complex act and it is therefore essential that you get timely advice in order to ensure all steps are properly completed before the deadline.

Contact Chesterfield to discuss the Overseas Entity Register, and how we can support you throughout the entire registration process.