A new publicly accessible Register of Overseas Entities has come into force as of 1st August 2022 through the Economic Crime (Transparency and Enforcement) Act 2022.
The register, which is held by Companies House, requires overseas entities that own UK land or property to declare their beneficial owners and/or managing officers within the six-month window ending 1st February 2023.
Severe penalties may apply for non-compliance, including restrictions on buying, selling, transferring, leasing or charging of land or property in the UK.
This applies to:
- Non-UK legal entities, principally companies and certain partnerships, including those incorporated in Jersey and Guernsey.
- Non-UK legal entities which own UK land and property and acquired this after 1st January 1999 (8th December 2014 in Scotland and 1st August 2022 in Northern Ireland).
- Non-UK legal entities which no longer own UK land and property but sold UK land and property on or after 28th February 2022.
Information to be provided:
Registrations from overseas legal entities must include the following:
- Details about the overseas entity;
- Details of any registrable beneficial owners; and
- Details of the UK-regulated agent that carried out verification checks.
Individuals and legal entities will be registrable beneficial owners if they meet one or more of the following conditions, and are not exempt for any other reason:
- They directly or indirectly own 25% of the shares in the overseas entity;
- They directly or indirectly own more than 25% of the voting rights of the entity;
- They hold the right to appoint or remove the majority of the Board;
- They have the right to exercise, or do exercise, significant influence or control over the entity.
A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered.
These checks must be completed no more than 3 months before the registration. An agent assurance code and an overseas entity verification checks statement to confirm that these checks have been performed.
An annual update is required that either:
- Confirms the overseas entity has no reasonable cause to believe that any registrable beneficial owner has become or ceased to be such during the update period; or
- Provides details and relevant dates of each person who became or ceased to be a registrable beneficial owner during the update period.
The deadline for the annual reporting is 14 days from the end of the year, based on the anniversary date of the registration.
As always, if you would like any further information regarding the above, please feel free to contact our offices by email email@example.com.