Overseas entities: are you registered yet?

OVERSEAS ENTITIES: ARE YOU REGISTERED YET?

Overseas Entities: Are You Registered Yet? The UK Government recently implemented a requirement for certain overseas entities to register at Companies House on the Register of Overseas Entities. It all forms part of the Economic Crime (Transparency and Enforcement) Act 2022 which came into force on 1 August 2022 and effectively requires anonymous foreign owners of UK real estate to reveal their identities. The aim of the registration requirement is to make it more difficult for foreign criminals to launder money through UK real estate.

If you think the registration may apply to you, then we hope this note can provide some guidance for you.

1. What does the regime apply to?

The regime applies to an overseas entity that wants to buy, sell, or transfer property or land in the UK. It also applies with retrospective effect to overseas entities that purchases property on or after 1 January 1999 (in England and Wales*).

*Separate rules apply to Scotland and Northern Ireland.

2. What is an overseas entity?

 An overseas entity includes a company or organisation governed by the law of a country or territory outside the UK.

3. How does an overseas entity register?

The overseas entity must register its beneficial owners or managing officers on the Register of Overseas Entities, and a UK-supervised agent must carry out verification checks on the information to be registered (e.g. a legal professional). The agent will need to provide an agent assurance code and a verification checks statement to Companies House as confirmation that the correct procedure has been complied with.

Verification checks must be completed no more than 3 months before the overseas entity is registered on the Register of Overseas Entities.

The exact procedure to registering will depend on whether the agent is carrying out verification checks and not registering the entity itself, or both aspects. Further advice can be obtained from your agent. Alternatively, please do not hesitate to make a free enquiry if you would like us to assist you.

4. When do you have to register?

Overseas entities wanting to buy property in the UK:

Entities buying a property in the UK must register its beneficial owners on the Register of Overseas Entities before they can apply to HM Land Registry to become the registered owners of the property. This means that registration should take place before completion of the purchase which is, therefore, going to be a very important step to incorporate within the legal process.

Overseas entities that already own property in the UK:

Entities that already hold one or more properties will have six months from 1 August 2022 to register. Therefore, registration must be completed on or before 31 January 2023. Failure to register this date is a criminal offence.

5. What information does an overseas entity need to provide for registration?

An entity would need to provide information about the entity itself, any registerable beneficial owners and the UK-regulated agent that carried out the verification checks.

The registration fee is £100 and will need to be updated every year on the anniversary of the registration. Any information that needs to be updated must be provided no later than 14 days of the due date but can be filed earlier if necessary.

For more information, please call us on 020 4571 8633 or email us at hello@birdilaw.com. Alternatively, please take a moment to complete our free enquiry form.

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