UK register of overseas entitities

A new register requiring all foreign owners of UK property to reveal their identities has gone live, with any entities in-scope advised to take urgent steps to address that or face significant repercussions.

The Register of Overseas Entities came into force on August 1, 2022, as part of the new Economic Crime (Transparency and Enforcement) Act 2022. It means any overseas entities that own, intend to purchase, or sell real estate in the UK must register with Companies House and declare who their registrable beneficial owners and managing officers are, and keep that information updated on an annual basis. This information will become publicly available unless an exemption is provided.

Failure to comply could lead to financial penalties of up to £2,500 per day, restrictions of purchasing, selling, transferring, leasing, or placing a charge over the property/land owned by overseas entities in the UK. There could also be criminal charges against the beneficial owners or managing officers.

Overseas entities are defined as a “legal entity, such as a company or other organization, that has a legal personality and governed by the law of a country or territory outside the UK”.

What actions are required?

Any overseas entity that owns UK property or land must register with Companies House by January 31, 2023, to obtain an overseas entities number and declare their beneficial owner or managing officers if there is no registrable beneficial owner.

Furthermore, this requirement is being applied retrospectively to include property or land bought by overseas entities in England and Wales after January 1, 1999, and in Scotland after December 8, 2014. Overseas entities only need to register property or land bought in Northern Ireland on or after August 1, 2022.

Who is affected by this?

The register defines a beneficial owner as an individual, government, public authority, or other legal entity which:

  • Owns directly or indirectly more than 25% of the shares in the entity
  • Owns directly or indirectly more than 25% of the voting rights in the entity
  • Owns the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
  • Has the right to exercise, or actually exercise significant influence or control over the entity
  • Meets any of the above conditions and is a trustee or member of a partnership and is able to exercise significant influence or control over the activities

How can Amicorp help?

Amicorp is a registered service provider, with a wealth of experience in managing regulatory changes and ensuring clients remain compliant worldwide. Our UK team can quickly determine if you fall within scope of the Register of Overseas Entities and, if so, discuss the best possible course of action, including:

  • Applying for the Overseas Entities Registration Number
  • Registering the Overseas Entities with Companies House
  • Ensuring ongoing reporting obligations are completed before the deadlines
  • De-registering Overseas Entities when the Overseas Entities Registration Number is no longer needed

If you would like to find out more about the new Register or how Amicorp can help, please contact the team here.