Register of Overseas Entities

In light of the War in Ukraine, the UK Government were prompted to revisit proposals on how to deal with the issue of UK property and land, amongst other assets, being controlled by faceless overseas entities.

The much discussed Economic Crime (Transparency and Enforcement) Act 2022 was passed through Parliament paving the way for the Register of Overseas Entities in March 2022.

Joe Creasor in the company commercial team at Wake Smith Solicitors, looks at the issues surrounding it.

This article covers:

• What is the Register of Overseas Entities?
• What information needs to be produced to the ROE?
• Failure to comply
• Your next move

What is the Register of Overseas Entities?

The Register of Overseas Entities (ROE) is a new register held by Companies House imposing an obligation on any overseas company (including companies registered in the Republic of Ireland) wishing to buy, sell or transfer property or land in the UK to disclose who their beneficial owners or managing officers are.

This requirement was made effective as of 1 August 2022 and applies retrospectively to any overseas company who bought property or land on or after:

• 1 January 1999 in England and Wales; or
• 8 December 2014 in Scotland.

From 1 August 2022, new purchasers have been required to register on the ROE and obtain an Overseas Entity ID number from Companies House and will be unable to apply to register their title with the relevant land registry without this ID.

Companies who purchased property or land prior to 1 August 2022 or disposed of property or land since 28 February 2022 have been given until 31 January 2023 to register on the ROE at Companies House.

What information needs to be produced to the ROE?

There are complex rules around who will be considered a beneficial owner or a managing officer, but these largely mirror the criteria for the current UK company register for ‘People With Significant Control’ (PSC Register). As with the PSC Register, details must be confirmed annually while the entity remains on the register.

However, unlike the PSC Register, there is a £100 registration fee and a UK-regulated agent must complete verification checks on all beneficial owners and managing officers of the overseas entity before it can be registered on the ROE.

If the entity has disposed of UK property or land (including the grant of a legal charge) since 28 February 2022, it will also need to supply details to Companies House of:

• the deed or title number of the land or property;
• the date that the land or property was disposed of; and
• details of any additional beneficial owners or managing officers at the time the land or property was disposed of.

Failure to comply

Non-compliance with the Economic Crime (Transparency and Enforcement) Act 2022 may result in a fine of up to £2,500 per day or a custodial sentence of up to 5 years. 

The defaulting entity may also be restricted from buying, selling transferring, leasing or charging property or land in the UK until such time as the ROE has been completed and is up to date.

Your next move

Professional legal advice should always be sought before taking any action.

For further advice please contact a member of the Company Commercial team or call 0114 266 6660.

Published 27/01/2023