Agent checks

•  A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered.
• It will need to provide an agent assurance code and an overseas entity verification checks statement to confirm that it has done this.
• The Agent must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. They can be an individual or a corporate entity, such as a financial institution or legal professional.
• Verification checks must be completed no more than three months before the overseas entity is registered.

Agent assurance code

The UK-regulated agent needs to request an agent assurance code from Companies House. This confirms that the agent has the authorisation to file verification check statements for an overseas entity. 

Agents complete the ‘Request an agent assurance code’ document (Form AG01: request an agent assurance code) and email it to This email address is being protected from spambots. You need JavaScript enabled to view it..

Put ‘Agent assurance code’ in the subject line. 

An agent cannot register an overseas entity without a code.

Overseas entity verification checks statement

If the UK-regulated agent that carried out the verification checks is also registering the overseas entity, it can complete this statement as part of the registration service. Otherwise, it will need to submit an Overseas entity verification checks statement.

Overview

Overseas owners of UK property will need to register and report beneficial ownership to Companies House and keep this Required Information up to date through annual compliance.

Impact on current structures

Note that the regime applies to entities that owned UK land acquired:

• On or after 1 January 1999 for land in England and Wales.
• On or after 8 December 2014 for land in Scotland.
• On or after 1 August 2022 for land in Northern Ireland.

Entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal.

What is an overseas owner of UK property?

Overseas owners of UK property are:

• Companies or similar legal entities that are governed by non-UK law (an Overseas Entity).
  • A legal entity is a body corporate, partnership or other entity which is a legal person under the law by which it is governed.
  • The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities.
  • Tax residence is not taken into account.

Overseas owners will need to meet the following conditions to register title to land.

• Identify the beneficial owners and register them with Companies House.
• Provide and verify the required information for the beneficial owners.
• Keep the register up to date annually.
• All information provided to Companies House must be delivered in English.

What is a beneficial owner? 

A beneficial owner is any person (whether an individual or entity) that has significant influence or control over the overseas entity

Persons can be:

• An individual.
• Another legal entity, such as a company.
• A government or public authority.
• A trustee of a trust.
• A member of a firm that is not a legal person under its governing law.

Registration is compulsory for an individual person, other legal entity, government or public authority who:

• Directly or indirectly holds more than 25% of the shares.
• Directly or indirectly exercises more than 25% of the voting rights.
• Directly or indirectly, is able to appoint or remove a majority of the entity’s board of directors.
• Have the right to, or actually exercise, significant influence or control over the entity.

If one or more of the above conditions are met, disclosure under these provisions will need to be made unless the beneficial owner is a legal entity that has its own disclosure requirements or an exemption applies.

Registration is compulsory if the beneficial owner is a member of a firm that is not a legal person under its governing law and:

• The members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
• The members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity.
• The members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
• The members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

A firm is a partnership, unincorporated association or other entity that is not a legal person under the law by which it is governed.

Trusts

Registration is compulsory if the beneficial owner is a trustee of a trust and:

• The trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
• The trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity.
• The trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
• The trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

If trustees of a trust are registrable beneficial owners information will be required about that trust, including details about people or entities that are:

• Current or past beneficial owners.
• Beneficiaries.
• Settlors.
• Grantors.
• Interested persons.

Note that trusts may not meet the definition of Legal Entity, but still may require registration under the Trust Registration Service.  

Exemptions

Beneficial owners are exempt from registration if:

• The holding is through one or more legal entities.
• The person is a beneficial owner of every legal entity through which they hold an interest.
• They hold the interest in the overseas asset through an entity that has its own disclosure requirements. This includes companies that must register on the PSC register and eligible Scottish partnerships which are within the scope of the Scottish partnership (Register of people with signficant control) Regulations 2017.

In certain circumstances, the Secretary of State can provide an exemption.

Compliance requirements

Registration

When registering, the required information will need to be provided by the Overseas Entity.

The fact pattern of the entity and its ability to identify its beneficial owners will determine the information to be provided to Companies House.

Circumstance 1: The Overseas Entity has identified all beneficial owners.

• A statement declaring the entity has identified the beneficial owners and has no reason to believe that there are others.
• A statement that the entity is able to provide the required information about each beneficial owner.
• The required information about the entity.
• The required information about the identified beneficial owners.

Circumstance 2: The Overseas Entity has no registerable beneficial owners.

• A statement that the entity has no registrable beneficial owners.
• Required information about the entity.
• Required information about each managing officer of the entity.

Circumstance 3: The Overseas Entity has beneficial owners it has not identified.

• A statement that the entity has at least one registrable beneficial owner that it has not identified.
• Confirmation that the entity is not able to provide the required information about one or more beneficial owners.
• Or that both the above paragraphs apply.
• The required information about the entity.
• The required information about the managing officer of the entity.
• The required information about the beneficial owners that it has been able to obtain.

For all circumstances, the following must also be provided:

• A statement of compliance with the Section 12 requirements (see below).
• Any verification which may be required under Section 16 (see below).
• Contact details for the persons responsible for the application.

Where the beneficial owner is a trustee the application must also include:

• Required information for the trust.
• A statement confirming there is a reasonable case to believe there is no outstanding information.

Registrations made during the six month transitional period must also include either:

• Confirmation that there have been no disposals of UK land between 28 February 2022 and the end of the six month period (31 January 2023) or
• As at the date of disposal, one of the statements listed above under circumstance 1,2 or 3, plus the registered title number of the land and date of disposal.

Following registration:

• The overseas entity will be given an entity identification number.

Ongoing compliance

Within 14 days of each anniversary of the date of registration, the following will need to be provided to the registrar:

• The confirmation and required information in respect of the applicable Circumstances as detailed above.

A statement that either:

• The entity has no reasonable cause to believe the beneficial ownership has changed during the period.
• A statement confirming that beneficial ownership has changed during the period, and provide;
  • The required information about the persons who have become, or ceased to become, beneficial owners.
  • The dates on which their beneficial ownership changed.

In addition, the following must be provided:

• A statement of compliance with the Section 12 requirements (see below).
• Any verification which may be required under Section 16 (see below)
• Contact details for the persons responsible for the application.

Section 12 requirements

Prior to registering, updating or making an application for removal, an offshore entity must take reasonable steps to:

• Identify beneficial owners or people that the entity has reason to believe knows the identity of beneficial owners, and issue them an information notice which requires them, within one month to:
  • State whether they are a beneficial owner of the overseas entity or confirm information they have that may identify that beneficial owner.
  • Provide the required information.
  • If a beneficial owner is a trustee they must confirm or correct any information in the notice and supply the required information if outstanding.

If a person, without reasonable excuse, fails to comply with an information notice or provides information that is false they face penalties which can include imprisonment, fines and daily fines.

These penalty provisions can be extended to every officer of the entity which is in default.

Section 16 requirements

The required information must be verified before an overseas entity can register, file updated entries or make an application to de-register.

The Secretary of State will make regulations in due course to determine:

• The information that will be verified.
• The person(s) who must verify the information.
• The information to be provided to the registrar.

These regulations will be made prior to the start date of the regulations.

Required Information

The concept of ‘required information’ is mentioned a number of times throughout the legislation. The definition of required information depends on the type of entity involved.

Overseas Entity: Required Information:

• The name of the entity.
• The country of incorporation or formation.
• Details of the registered or principal office.
• A service and email address.
• The legal form of the entity and its governing law.
• Any applicable public register and registration number.

Individual: Required Information:

• Name, date of birth and nationality.
• Usual residential address
• A service address.
• The date on which the individual became a beneficial owner in relation to the overseas entity.
• How the beneficial owners meet the conditions of beneficial ownership.
• Whether the conditions are met as the beneficial owner is a trustee.
• Whether the beneficial owner is a designated person under the Anti-Money Laundering Act 2018.

Governments, public authorities and other legal entities: required information

• Name.
• The principal or registered office.
• A service address.
• Legal form and law by which it is governed.
• Details of any public register that the entity may be listed on and an applicable registration number.
• The date on which the entity became a beneficial owner in relation to the overseas entity.
• How the beneficial owners meet the conditions of beneficial ownership.

Trusts: required information:

• The name of the trust or a description to allow it to be identified.
• The date the trust was created.
• In respect of trustees who are beneficial owners in that capacity:
  • Their name.
  • The date they became a beneficial owner in that capacity.
  • If relevant, the date they ceased to be a beneficial owner.
• Relevant information for each beneficiary who is a beneficial owner under the trust.
• Relevant information for each settlor or grantor if they were beneficial owners of the overseas entity.
• Relevant information for an ‘interested person’ (a person who has the rights to appoint, remove or direct trustees) including the date they became an interested person.

Managing Officers: required information

• Name, date and nationality (if an individual, just name, if not).
• Residential, registered or principal office and service address as applicable.
• Legal form if a non-individual and the law under which it is governed.
• Business occupation if any individual.
• Description of the officer’s roles and responsibilities in relation to the entity.
• The name of an individual who may be contacted about a non-individual managing officer.

Property disposals

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

• 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

Penalties

An offence is committed if after the end of a six-month transitional period the entity:

• Is the registered owner of the land, but not either:
  • Registered as an overseas entity,
  • Made an application for registration.
  • Exempt from registration.

Non-compliance with updating duties and provision of the required information is considered a criminal offence by:

• The entity.
• Every officer of the entity who is in default.

Penalties can include:

• Daily fines which run until the compliance requirements are met.
• Imprisonment up to five years.

Financial penalties can be secured by way of raising a charge over land.

Penalties can also be levied for misleading, false or deceptive material and statements.

Restrictions on land registration and disposal for non-compliance

Land cannot be registered with the Land Registry and disposals can be restricted unless the overseas entity is:

• Registered.
• Exempt from being registered.

De-registration

An overseas entity can apply to be removed from the register by:

• Confirming the entity is not registered as the proprietor of a relevant interest in land, which is the case if the entity:
  • Ceases to be registered on the title (or equivalent) under the Land Registration Act 2002, Land Register of Scotland or under Land Registration Act (Northern Ireland) 1970.
• Providing the required statement and information under Circumstances 1, 2 or 3 as detailed above.
• Making one of the following statements:
  • That the entity has no reason to believe that anyone has become or ceased to become a beneficial owner in the period.
  • The entity believes the beneficial ownership has changed or ceased and providing:
    • The required information about the person whose beneficial ownership has changed or ceased.
    • The dates of the changes in beneficial ownership.

In addition, the following must be provided:

• A statement of compliance with the Section 12 requirements (see above).
• Any verification which may be required under Section 16 (see above)
• Contact details for the persons responsible for the application.

Where the beneficial owner is a trustee the application must also include:

• Required Information about the trust.
• A statement confirming a reasonable case to believe there is no outstanding information.

Note that the relevant period for removal from the register ends on the date the application for removal is filed.

Small print & links

Background

The Register of Overseas Entities comes into force in the UK through the new Economic Crime (Transparency and Enforcement) Act 2022.

The Government has long intended to introduce a Register of Overseas Entities similar to the Register of Persons with Significant Control regime. There has been a prior Call for evidence and Feedback on draft legislation has previously been sought in 2017 and 2019 respectively.

The Economic Crime (Transparency and Enforcement) Act 2022 received Royal Assent on 15 March 2022 after being fast-tracked through Parliament.

Useful guides on this topic

Trust Registration Service
What is the Trust Registration Service? What trusts does it apply to? What are the requirements and deadlines?

Register of Persons with Significant Control (subscriber version)
What is the Register of Persons with Significant Control (PSC)? Who must complete it? Who is a Person with Significant Control? What details must be included on the Register?

External link

Economic Crime (Transparency and Enforcement) Act 2022