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Register of Overseas Entities - frequently asked questions

Any overseas entity that holds UK real estate needs to declare the beneficial ownership of that real estate to Companies House by 31 January 2023, or earlier if that entity is buying, selling, transferring, leasing or mortgaging UK property.

Who does the law apply to?

This legislation applies to any company or other entity that is incorporated outside of the UK and is in respect of any Freehold or Leasehold property in the UK.

What do you need to do?

The overseas entity needs to identify the beneficial owners of the entity which holds the UK property and register the name and address of the beneficial owners with Companies House.

What is the deadline for compliance?

Overseas entities must have registered by 31 January 2023 or, where the entity is buying, selling, transferring, leasing or mortgaging UK property, before transacting.

Is there a requirement to renew?

Registration must be annually renewed in the same form as the original submission and we can assist with that too.

What is a registrable beneficial owner?

A registrable beneficial owner of an overseas entity is any individual, legal entity, government or public authority which:

  • holds more than 25% of the shares in the overseas entity, either directly or indirectly;
  • holds more than 25% of the voting rights in the overseas entity, either directly or indirectly;
  • has a right to appoint or remove a majority of the board of directors of the overseas entity;
  • exercises, or has the right to exercise, significant influence or control over the overseas entity; or
  • if there is a trust, partnership or other unincorporated entity which would meet the above criteria if it were a legal person, then any person who exercises significant influence or control over that trust or entity is a registrable beneficial owner of the overseas entity.

What information will you need to provide?

Where the beneficial owner is an individual:

  • Name, date of birth & nationality
  • Usual residential address
  • A service address
  • The date on which the individual became a beneficial owner
  • A statement confirming that the entity has complied with its obligations.

Where the beneficial owner is not an individual:

Where it is not possible to disclose the details of persons with significant control, such as where there are none, or where the entity cannot identify them, then the entity will need to provide information on its managing officers. Managing officer has been defined in the draft legislation as a director, manager or secretary of an overseas company.

What happens if you don't register by the deadline?

Failure to comply within the timeframe, will result in financial penalties for the overseas entity and potentially prison sentences.

Where an overseas entity already holds UK property, which they acquired after 1 January 1999, HM Land Registry will enter a restriction on the title preventing any dealing with the land until such time as the entity has been registered or is otherwise exempt from registration.

For more on our registration and verification services, click here.