Register of Overseas Entities – deadline 31 January 2023

Overseas Entities

Overseas entities which bought property or land on or after 1 January 1999 in England and Wales, and 8 December 2014 in Scotland, have until 31 January 2023 to register with Companies House.

The Economic Crime (Transparency and Enforcement) Act which came into force in the UK on 1 August 2022, requires overseas entities that want to buy, sell or transfer property or land in the UK to register with Companies House and identify their registrable beneficial owners or managing officers.

For registration purposes:

  • ‘Overseas entity’ means a legal entity that is governed by the law of a country or territory outside of the UK.
  • ‘Legal entity’ means a body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed.
  • ‘Beneficial owner’ means any individual or entity that has significant influence or control over the overseas entity.

On registration, Companies House will allocate each overseas entity a unique overseas entity ID. Failure to register with Companies House will prohibit an overseas entity from buying or selling property or land in the UK, as it will require the overseas entity ID to register a change of interest at the Land Registry.

The Land Registry is under a duty to enter a restriction on the title of the property or land if it is satisfied that an overseas entity was registered as a proprietor on or after 1 January 1999 or is applying to be registered after 1 August 2022, prohibiting the registration of any disposition by the overseas entity unless it is registered with Companies House or satisfies strict criteria.

In addition to restrictions on buying, selling, charging or granting leases over land or property by overseas entities, non-compliance with the registration requirements may result in fines and/or prison.

The overseas entity is required to file an annual update one year after registration on the Register of Overseas Entities and annually thereafter, no later than 14 days after the due date. If it is no longer a registered owner of land or property in the UK, the overseas entity can apply to be removed from the Register of Overseas Entities.

If you are an overseas entity or are dealing with transactions involving overseas entities you need to be aware of the position regarding registration. Failure to meet the deadline for registration will invariably effect property transactions as the property or land cannot be sold, charged or leases granted which will result in delays to the transaction.

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