Register of Overseas Entities: An update

Following our article What is the register of overseas entities? An overview, applications to register in the UK register of overseas entities (“ROE”) opened on 1 August 2022.

This article covers the following topics:

1. Who needs to register as an overseas entity?
2. What action is required prior to making an application for registration?
3. Who can verify information?
4. When do you need to register an overseas entity by?
5. What information needs to be submitted?
6. What are the costs involved and what are the ongoing obligations?
7. Concluding remarks

1. Who needs to register as an overseas entity?

Under the Economic Crime (Transparency and Enforcement) Act 2022, any non-UK incorporated legal entity which is (or was, as at 28 February 2022) registered as the proprietor of a “relevant interest” in property in the UK will need to register as an overseas entity.

An overseas entity will have a “relevant interest” in UK property if the entity:

• owns the freehold or a long lease (more than 7 years) of a property in England or Wales (and an application to be registered as the owner or tenant was made on or after 1 January 1999);
• owns the freehold or a long lease (more than 20 years) of a property in Scotland (and an application to register as owner or tenant was made on or after 8 December 2014); or
• owns the freehold or a long lease (more than 21 years) of a property in Northern Ireland (and an application to register as owner or tenant was made on or after 5 September 2022).

2. What action is required prior to making an application for registration in the ?

Before making an application to register in the ROE, an overseas entity must take reasonable steps to identify any beneficial owner. In that regard, an overseas entity must give notice to any person who it knows, or has reasonable cause to believe, is a registerable beneficial owner. In response, any person receiving such notice will then need to confirm if they are a registrable beneficial owner of the entity, as well as correct and provide any additional information contained in or required under the notice.

Where a shareholder holds shares as a nominee in an overseas entity, it is the beneficial owner of these shares (not the nominee) who is registerable. Where an overseas entity has no beneficial owner, details of its managing officers (its directors, managers, and company secretary) must be provided.

3. Who can verify information?

Once the overseas entity has collated the required information, they must have this independently verified prior to submitting an online application to Companies House.

Only the following categories of relevant persons are able to verify ROE information:

• credit institutions and financial institutions
• auditors, insolvency practitioners, external accountants and tax advisers
• independent legal professionals (note, in-house legal counsel will not be able to conduct verification)
• trust or company service providers
• estate agents and letting agents

4. When do you need to register an overseas entity by?

Overseas entities which hold (or have held since 28 February 2022) a relevant interest in property in the UK will need to submit an application to register as an overseas entity before 1 February 2023.

5. What information needs to be submitted?

Basic corporate information

The overseas entity will need to provide basic corporate information including its name, country of incorporation, registered office address, service address, legal form, law by which it is governed and if entered on a public register, details of the public register and company registration number.

Statement

The overseas entity must provide one of the following statements:

1. The entity has:
   • has identified one or more registerable beneficial owners and that is no reasonable cause to believe there are others; and
   • is able to provide the required information about each registerable beneficial owner;
2. The entity has no reasonable cause to believe that is has any registerable beneficial owners; or
3. The entity:
   • Has reasonable cause to believe that there is at least one registerable beneficial owner that it has not identified;
   • Is not able to provide the required information about one or more of the registerable beneficial owners it has identifies; or
   • That paragraphs a and b both apply.

Details of the relevant beneficial owner will need to be provided as well as details of any disposition of land made on or after 28 February 2022. A relevant disposition of land includes the sale of land, the grant of a lease of seven or more years, or the grant of a legal charge over land.

6. What are the costs involved and what are the ongoing obligations?

Companies House charge a registration fee of £100. Following initial registration, overseas entities must file an annual statement at Companies House confirming the particulars of any beneficial owners and update this information where required. If a registered overseas entity ceases to own land in the UK, they can apply to remove the entity from the register.

7. Concluding remarks

Gathering the required information on beneficial ownership and obtaining independent verification will take time. Overseas entities are encouraged to begin to gather information as soon as possible to ensure there are no delays in submitting its application.

This article is provided by Burlingtons for general information only. It is not intended to be and cannot be relied upon as legal advice or otherwise. If you would like to discuss any of the matters covered in this article, please contact Lydia Mills or Paramjit Sehmi or write to us using the contact form below.