When it comes to registering an overseas entity, there are certain requirements that need to be followed in order to complete the process correctly. The registration must take place with the Register of Overseas Entities (held by Companies House), and also affects the registrable beneficial owners or managing officers. Once the process is complete, the entity is then able to buy and sell land or property in the UK.

What is the Register of Overseas Entities?

The Register of Overseas Entities is a UK-based register that came into effect on 1st August, 2022. It was implemented through the new Economic Crime (Transparency and Enforcement) Act 2022.

If you are an overseas entity that wishes to buy, sell, or transfer property or land in the UK, you must first register your business with Companies House. In addition, all registrable beneficial owners and/or managing officers must be included in this registration process.

This new register also applies to overseas entities who purchased property or land on or after:

  • January 1st 1999 in England or Wales
  • December 8th in Scotland

If you are an overseas entity who bought property or land in Northern Ireland on or after 1st August 2022, you will need to register with Companies House.

If you are an entity that disposed of property or land after February 28th 2022, you will also need to register with Companies House, and provide information about that disposal.

Registration must be complete by January 31st, 2023.

Once you have completed the registration process, you will receive a unique Overseas Entity ID. This ID must be given to the land registry in the event of buying, selling, transferring, leasing or charging UK property or land.

The above regulation has been implemented in order to improve transparency.

Entities that do not comply with the Act could receive a fine of up to £2,500 per day, or a prison sentence of up to five years. There will also be limitations in place when it comes to buying, selling, leasing, transferring or charging property or land in the UK.

What is an Overseas Entity?

An overseas entity is a legal entity that is governed by the law of a jurisdiction outside of the UK. It can include a company or organisation. The Republic of Ireland falls into the category of overseas jurisdiction for the Register of Overseas Entities.

What is a Beneficial Owner?

A beneficial owner is a person or entity that benefits from notable control or influence over the overseas entity.

A beneficial owner can be a:

  • Person
  • Legal entity (e.g., a company)
  • Public authority
  • Government
  • Trustee of a trust
  • Member of a firm that is not a legal person under its governing law

A beneficial owner that meets one or more of the following criteria as the ‘natures of control’ (including either an individual, legal entity or public authority) must be registered if they:

  • Hold, directly or indirectly, more than 25% of the shares in the entity
  • Hold, directly or indirectly, more than 25% of the voting rights in the entity
  • Hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
  • Have the right to exercise significant influence or control over the entity (or currently does so).

What information needs to be submitted?

You will need to submit:

  • The name of your entity
  • The country that it was formed in
  • The entity’s registered office address and correspondence address
  • An email address
  • The public register your company appears on, as well as its registration number (if applicable)
  • Legal form and governing law
  • Registrable beneficial owners
  • The UK-related agent that executed verification checks
  • Information about managing officers (if applicable)

If the entity has disposed of UK property or land since February 28th 2022, you will also need to submit:

  • 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

You’ll also need to provide information about:

The UK-regulated agent, including:

  • Full name, address, email address, etc

You will also need to provide information about the beneficial owner including:\

  • Full name, date of birth, nationality, address, date they became a beneficial owner, and nature of control

Information must also be provided for a government or public authority, as well as an individual or corporate managing officer.

What is needed for Verification Checks?

Verification checks on all beneficial owners and managing officers must be completed by a UK-regulated agent, before the entity can be registered. An agent assurance code must be provided, as well as an overseas entity verification checks statement to confirm that this has been done.

This must be a UK-based agent (corporate or individual) who is supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

Checks need to be completed within three months of the overseas entity being registered.

The following information will NOT feature on the Register of Overseas Entities:

  • Home address
  • Full dates of birth (only the month and year will be visible)
  • The agent assurance code
  • The date that the verification checked were finalised
  • Email addresses
  • Information about trusts (this may, however, be shared with HMRC)

All other information will be available publicly on the Register of Overseas Entities.

How to apply to register an overseas entity and its beneficial owners

In order to apply, you will need to complete the following steps:

  • Create a Companies House account (or sign in if you already have one)
  • Provide the name and email address of a point of contact
  • Provide details about the overseas entity and its beneficial owners/managing officers
  • Provide information about the UK-regulated agent
  • Provide details about trusts (if applicable)
  • If you are a UK-regulated agent who conducted the verification checks, you will also need to provide an agent assurance code.

What happens once the overseas entity is registered?

If the application is approved, your overseas entity, along with the beneficial owners and managing officers, will be added to the Register of Overseas Entities.

The overseas entity will also receive an email regarding the notice of registration, which will include an Overseas Entity ID. In the event that the entity wishes to purchase, sell or transfer land or property in the UK, this ID must be provided.

In the event that the application is rejected, you will receive an email informing you of what to do next.

Updating or removing the entity

Please note, an annual update about the overseas entity must be filed one year after its registration. This update must be conducted annually.

An application can also be submitted if the entity wishes to be removed from the Register of Overseas Entities if it is no longer a register owner of UK-land or property.

Chesterfield is here to support you with the entire overseas entity registration process. Our experienced professionals will assist you with every stage of the registration process, from the initial steps, right through to the post-application stages. With our experience and knowledge, we’re able to facilitate the entire process with ease.

Contact us for further information