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This is a freeview guide to the Register of Overseas Entities.

The Register of Overseas Entities requires overseas owners of UK property to register and report their beneficial ownership to Companies House when they own, buy or sell UK property.

At a glance

The Register of Overseas Entities launched on 1 August 2022.

Overseas entities who want to buy, sell or transfer property or land in the UK are required to register with Companies House to:

After registering, the overseas entity receives a unique Overseas Entity ID which it used with the Land Registry when it buys, sells, transfers, leases or charges UK property or land.

The rules apply retrospectively to overseas entities who bought property or land on or after:

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

Overseas entities only need to register property or land bought in Northern Ireland on or after 1 August 2022.

Non-compliance with this regime could result in:

There is a six month transitional period for registrations to be completed from when the register comes into force.

Agent checks

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:

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:

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

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:

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

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:

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:

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

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:

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.

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

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

For all circumstances, the following must also be provided:

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

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

Following registration:

Ongoing compliance

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

A statement that either:

In addition, the following must be provided:

Section 12 requirements

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

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:

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:

Individual: Required Information:

Governments, public authorities and other legal entities: required information

Trusts: required information:

Managing Officers: required information

Property disposals

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

Penalties

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

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

Penalties can include:

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:

De-registration

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

In addition, the following must be provided:

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

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


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