Register of Overseas Entities

The Economic Crime (Transparency & Enforcement) Act 2022 requires overseas entities that own or acquire property in the UK to register with Companies House. The register of overseas entities (ROE) was launched on 1 August 2022.

Overseas entities that want to buy, sell, transfer or charge property or land in the UK must register with Companies House and declare who their registrable beneficial owners or managing officers are by 31 January 2023 (the end of the transitional period for the register).

An overseas entity which acquires property in the UK will need to be registered in the ROE before an application can be made to register the acquisition at the Land Registry on or after 5 September 2022.

What is the Register of Overseas Entities?

A new register giving details of the beneficial ownership of all overseas entities which own UK property, whether commercial or residential. The ROE will be maintained at the Companies House and will be publicly accessible.

What must the application to Companies House include?

The application must include one of the following statements:

• That the overseas entity has identified any registrable beneficial owners and provided the required information;
• The overseas entity has no reasonable cause to believe that it has any registrable beneficial owners;
• The overseas entity has reasonable cause to believe that it has registrable beneficial owners but cannot provide the necessary information.

Before making the application to Companies House, the overseas entity must give one month’s notice to its beneficial owners. The definition of beneficial owners is quite complex but includes anyone who holds at least 25% of the shares or voting rights in the entity or who exercises or has the right to exercise significant influence or control over the entity.

What happens when an overseas entity acquires property in the UK?

If an overseas entity is not registered in the ROE when it makes an application to register a qualifying registrable deed, the Land Registry application will be rejected. Failure to register an acquisition of property or a lease at the Land Registry means that the acquisition does not take effect in law.

When registering the overseas entity as the owner of the property, the Land Registry will add a restriction to the title preventing registration of any disposals unless the overseas entity is a registered overseas entity.

What happens when an overseas entity disposes of property in the UK?

Where an overseas entity is already the registered proprietor of a qualifying estate (and became the registered proprietor on or after 1 January 1999), the Land Registry will enter a restriction on the title at some point during the transitional period ending on 31 January 2023.

The entity and its officers will commit a criminal offence if the entity delivers a qualifying registrable deed to a third party without being registered in the ROE. The third-party purchaser, tenant or lender cannot register the deed in their favour without evidence that the overseas entity which owns the property is registered in the ROE or the disposal falls into one of a limited number of exemptions.

Duty to update

Once registered, an overseas entity is still required to file annual updates and confirm to Companies House whether the information held is correct or whether there have been any changes to the beneficial ownership. The penalties for non-compliance can be severe, potentially leading to a criminal offence and failure to register or to comply with the annual update requirements will prevent the completion of property transactions, as noted above.