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Overseas entities who want to buy, sell or transfer property or land in the UK, must now register with Companies House as an overseas entity.

What is the Register of Overseas Entities?

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”).

Overseas entities with a financial interest or ownership of property or land in the UK must register with Companies House to confirm who their registerable owners or managing officers are. This will also apply retrospectively to overseas entities who bought property or land on or after 1 January 1999 in England and Wales and 8 December 2014 in Scotland.

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

What happens when you register?

After registering, the overseas entity will get a unique Overseas Entity ID to give to the land registry when it buys, sells, transfers, leases or charges UK property or land. A registration fee of £20 is payable to Companies House on registration.

This will lead to more transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively.

Failure to comply with the Act could result in a fine of up to £2,500 per day or a prison sentence of up to 5 years. Relevant entities may also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.

What constitutes an overseas entity and who is the beneficial owner?

This is a legal entity, such as a company or other organisation, that has legal personality and is governed by the law of a country or territory outside the UK. The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities. A beneficial owner is any individual or entity that has significant influence or control over the overseas entity.

What information do you have to submit?

You’ll need to provide information about the overseas entity, any registrable beneficial owners, and the UK-regulated agent that carried out verification checks. You may also need to provide information about managing officers.

Companies House will need to know:

1. name of the overseas entity

2. country it was formed in

3. registered office address and correspondence address

4. details of beneficial owners/managing officers

5. email address – which will be used to send important information, including the Overseas Entity ID

6. legal form and governing law

7. public register it appears on and its registration number (if it has one)

If the entity has disposed of UK property or land since 28 February 2022, Companies House will also need to be informed of:

1. the deed or title number of the land or property

2. the date that the land or property was disposed of

3. details of any additional beneficial owners or managing officers at the time the land or property was disposed of