Companies House has launched its Register of Overseas Entities (ROE), which came into force on 1 August 2022.

As such, overseas entities owning land or property in the UK must register with and declare beneficial owners and/or managing officers to Companies House.

What is an overseas entity?

An overseas entity, for the purposes of the ROE, is any incorporated company or other organisation that is deemed to be a legal entity in its own right and that is governed by the law of a country or territory outside of the UK (including the Republic of Ireland).

What is a beneficial owner?

A beneficial owner is anybody who has significant influence or control – for example, by holding in excess of 25 per cent of the shares – over the overseas entity.

Buying, selling, or transferring land or property in the UK, as an overseas entity

Whether you already participate in the act of buying, selling, or transferring land and/or property in the UK, or if you intend to do so, you will need to consider your obligations under the Register of Overseas Entities.

The ROE applies retrospectively to entities who bought property or land on or after 1 January 1999 in England and Wales, or 8 December 2014 in Scotland.

These entities must register with Companies House and supply appropriately verified details of beneficial owners or managing officers by 31 January 2023.

Overseas entities buying land or property in Northern Ireland need only register if the transaction took place on or after 1 August 2022.

Registration is also necessary where property or land was disposed of by an overseas entity after 28 February 2022. Companies House will also require details of the disposal in question.

Once registered, a unique Overseas Entity ID (OEID) will be issued to the overseas entity.

This OEID will support applications to HM Land Registry in respect of any transaction involving UK land or property and will aid law enforcement agencies to identify suspicious activity more effectively.

Keeping information up to date, and sanctions for non-compliance

A year on from the initial date of registration, and each year following, the overseas entity must file an update to notify Companies House of any changes, or to confirm that the details held are still correct.

The filing must be made no more than 14 days following the due date but can be made early where changes are to be accounted for.

Overseas entities that do not comply with their obligations in respect of the ROE will face significant financial penalties and, potentially, prison sentences, as well as restrictions on buying, selling, transferring, leasing, or charging UK property.

How can George Hay help?

Our team of professionals are used to supporting clients with statutory filing obligations and so liaising with HMRC and Companies House is second nature to us.

If the requirements associated with the Register of Overseas Entities all sound too much for you, we can support you with identity verification, registration, and the annual return for a fixed fee.

If you are an overseas entity with an interest in UK property or land, contact us today to find out how we can help you.

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