Register of Overseas Entities

New Requirements

From 1st August 2022, it is now a requirement of Companies House that any overseas entity which owns land or property in the UK has to declare their beneficial owners and/or the managing officers. This change in the regulations will impact upon any overseas entity which wishes to buy, sell or transfer property or land in the UK, and there are severe sanctions for those who do not comply, including restrictions being placed on those entities from buying, selling, transferring, leasing or charging their land or property.

Over recent years, there has been a greater emphasis placed on the transparency of corporate structures within the UK. The “Persons of significant control” (PSC) requirements were introduced in April 2016. UK companies and LLPs are required to identify individuals and entities who had significant interests in their shares and publicly disclose their details in a PSC register. Any individual or entity that held an interest greater than 25% in a company or the ability to influence the decision-making process of a company needed to be disclosed.

Where Is A New Register Of Overseas Entities Necessary?

The new register of overseas entities applies to any organisation which has bought property or land on or after 1st January 1999 in England and Wales, and 8th December 2014 in Scotland. Overseas entities who own or lease land or property in the UK are required to register with Companies House and to specify who their “registerable beneficial owners or managing officers” are by January 31st, 2023.
An overseas entity is classed as any company or organisation that has a legal personality and is governed by the laws of a country or territory outside the UK. This would include the Republic of Ireland, the Isle of Man, and the Channel Islands.

A beneficial owner is any individual or entity that has a significant influence or control over the overseas entity, and this can include individuals, other companies, government or public authorities, a trust, or a member of the firm that is not a legal person under its governing law. As with the PSC requirements, any individual or entity that holds, directly or indirectly, more than 25% of the shares, can exercise 25% of the voting rights, has the ability to appoint or remove a majority of the board of directors, or can exercise significant influence or control over the entity must be registered.
With an influx of external foreign investment, it is becoming increasingly common for overseas entities to own property within the UK. In addition, trusts and entities registered in the Isle of Man and Guernsey have held interest in property for a number of years. It will be necessary for all such entities and organisations to provide details as to their name, the country in which it was formed, the registered office and correspondence address, email address, details as to the governing all under which they operate and provide details as to their registration number. If the entity has already transferred property or land since February 28th, 2022, then Companies House must be provided with information regarding the deed or title number, the date the land or property was disposed of and details of any additional beneficial owners or managing officers at the time of the disposal.

Other Requirements

The company is also required to register details as to who the beneficial owners are, including details as to whether they are on the UK sanctions list.

A verification check is required before the register can be updated and this requires a UK regulated agent, such as a solicitor, to complete verification checks on all beneficial owners and managing officers of an overseas entity. We are able to assist with the preparation of the register and will require you to have identification documentation to assist in the preparation of the entry. It is necessary to create a Companies House account and to submit the relevant information together with the verification checks and to pay a £100.00 registration fee.

The register must be updated on an annual basis starting from the date after which it was originally registered. It is a requirement to confirm that the information held by Companies House is still correct. Any entity can apply to be removed from the register if it has disposed of its interest in UK land and property.

Contact Us

If you require further information or wish to discuss registering with Companies House, please contact Justin Kelly and Jonathan Aldersley.