If you operate an overseas entity registered with Companies House in the UK, it is essential to stay compliant by filing an annual update statement.

This statement ensures that all the information about your overseas entity on the register remains accurate and up to date. Even if there have been no changes during the update period, you must still file the statement to confirm the validity of the information.

Failure to comply with this requirement may result in criminal offenses, prosecution, or financial penalties. This article serves as a comprehensive guide to help overseas entities understand and fulfill their obligations regarding the update statement.

Why is it important?

The update statement is an annual requirement for all overseas entities registered with Companies House.

Its purpose is to verify that the information on the register is current and accurate, reflecting any changes that may have occurred. By filing this statement, overseas entities ensure their continued eligibility to engage in various activities, such as buying, selling, transferring, leasing, or charging property or land within the UK.

When should I file?

Overseas entities must file the update statement every year, within 14 days of the statement date. The statement date falls within a year of the overseas entity’s registration date or the date of the last filed update statement.

Should an entity wish to file more frequently, they have the option to do so.

It is important to note that each update statement can only cover a 12-month period. If an entity needs to cover a longer duration, additional update statements must be filed accordingly.

Reviewing and updating information

When submitting the update statement, the entity must thoroughly review all the information displayed on the register about the overseas entity, its beneficial owners, and managing officers. Any changes that have occurred must also be accurately updated.

Additionally, the entity may be required to re-enter the home addresses of individual beneficial owners and managing officers.

The provided information must be correct as of the date of the update statement and should have been verified by a UK-regulated agent within three months before the statement date.

Incorporating new beneficial owners or managing officers

If an overseas entity is adding new beneficial owners or managing officers, relevant information about these individuals must be provided.

The guidance on registering an overseas entity outlines the necessary details that need to be furnished.

Informing about ceased beneficial owners or managing officers

In cases where a beneficial owner or managing officer is no longer associated with the entity, the date of cessation must be communicated, and their information should be accurate as of that date.

If there are individuals who both became and ceased to be beneficial owners during the update period, the provided information must be correct as of their cessation date.

Entities without any active beneficial owners should inform Companies House about each managing officer.

Involvement of trusts in the overseas entity

Entities with trusts involved cannot use the online service for filing update statements. This applies to both trusts that have already been disclosed to Companies House and those that need to be reported as part of the update statement.

In such cases, the entity must file the update statement on paper and contact Companies House for further guidance.

Obtaining an authentication code

An authentication code is a unique 6-character code necessary for online filing. It confirms the entity’s authorisation to file on behalf of the overseas entity.

To request an authentication code, the entity can search for the overseas entity on the Companies House register and select “Request an authentication code.” The code will then be sent to the email address registered with the overseas entity.

Completing verification checks

Any information changes and additions of new beneficial owners and managing officers must undergo verification checks.

These checks should be conducted within three months before the date of the update statement. Only UK-regulated agents, either individuals or corporate entities supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, can carry out verification checks.


Filing an update statement is a crucial responsibility for overseas entities registered with Companies House in the UK.

Compliance with this requirement ensures that the information on the register remains accurate and up to date.

Entities must adhere to the specified timeline for filing and complete necessary verification checks to maintain their eligibility for various activities within the UK. By understanding and fulfilling these obligations, overseas entities can conduct their operations smoothly while remaining compliant with UK regulations.

At Williamson & Croft, we understand the importance of compliance and staying current with regulatory requirements.

Our experienced team is well-versed in the complexities of filing on the overseas entity register. We can assist you throughout the entire process, from reviewing and updating the information to verifying changes and new additions with UK-regulated agents.

Our expertise ensures that your update statements are accurate, timely, and fully compliant, mitigating the risk of any penalties.

By entrusting us with your update statement filings, you can focus on your core business activities with confidence, knowing that your overseas entity remains in good standing with the relevant authorities.

Contact us today, and let our dedicated professionals handle your update statement filings efficiently and effectively.