The Register of Relevant Overseas Entities at Companies House

Overview

Entities based overseas (such as companies, partnerships LLPs and public authorities) that own, wish to purchase, or sell the registered freehold or leasehold title to property within the UK will now have to register at Companies House as a Relevant Overseas Entity (ROE) by virtue of the Economic Crime (Transparency and Enforcement) Act (Act).

The key to registration is to provide accurate and verified details of the beneficial owners of the entity (much like the persons of a significant control regime for UK companies). 

Overseas entities that already own land will have until 31 January 2023 to register as an ROE.  Overseas entities that do not already own land in the UK and that are seeking to do so will need to register before the purchase of the land can be registered at HM Land Registry. 

Triggers for Registration

An Overseas Entity is required under the Act to register as an ROE if it:

• Is the registered owner of a freehold or leasehold title to UK property, which was acquired on or after 1 January 1999.
• Has disposed of UK registered freehold or leasehold title to UK property after 28 February 2022.
• There is a proposed or ongoing transaction to purchase registered freehold or leasehold title to UK land.

Registration as a Relevant Overseas Entity – step by step

• Investigate and confirm the beneficial ownership information of the entity.
• Have the information verified by a UK agent that is regulated and supervised by the Money Laundering Terrorist Financing and Transfer of Funds Regulations 2017.
• Submit the beneficial ownership information to Companies House.
• Submit the verification code of the UK-regulated agent and pay the registration fee (currently £100).
• If accepted, the entity is registered, and Companies House will allocate an Overseas Entity ID, and the beneficial information will become publicly available.

Maintaining Accurate Information

There will be an ongoing obligation to maintain accurate information on the register, which will work on a 12-month rolling periodic basis. 

Failure to Register as an ROE

Properties owned by overseas entities will be subject to a HM Land Registry title restriction from 1 February 2023 (this will be applied regardless of whether the entity is registered as an ROE prior to this date).  The restriction will prevent dispositions (e.g. transfers, grant of a lease, grant of rights etc.) of the property unless the entity is registered as an ROE and has maintained up-to-date information on the register in accordance with the Act.  

In addition, if an overseas entity is required to register and fails to do so, the entity and every officer of the entity will have committed a criminal offence punishable by a fine or imprisonment.  There may also be professional compliance issues for their professional advisors. 

Myerson are not able to deal with the verification or registration aspects of this regime, but if you are a professional advisor who requires assistance with the regime, please get in touch.