What is the new Register of Overseas Entities?

26th April 2023

The Register of Overseas Entities (‘ROE’) came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022. The ROE is maintained by Companies House and requires overseas entities who want to buy, sell, transfer, lease or charge property or land in the UK to provide information about their identity, in particular, to declare their beneficial owners and/or managing officers. The register will generally be open to public inspection.

What is an overseas entity?

An overseas entity is a legal entity, including a company, partnership or organisation that is governed by the laws of a country or territory outside of the UK.

I am an overseas entity – does this affect me?

If you acquired property in the UK after 1 January 1999 and still own it, then yes, this new regime will affect you. You must have made an application to register on the ROE before 31 January 2023.

If you no longer own any property in the UK but you disposed of it since 28 February 2022, then you do not need to apply to join the new register, but you are still required to disclose the beneficial ownership information and supply details of any disposals.

How does it impact land and property dealings in the UK?

The Land Registry have been adding restrictions on the titles of all registered properties currently owned in England and Wales where the overseas entity became the registered owner at any time on or after 1 January 1999. This restriction will prohibit the overseas entity from entering into any transfers, granting any registrable leases, creating any easements or granting any mortgages or other charges over the property unless the overseas entity has complied with the new rules.

Once you have registered, you will be given an overseas entity ID number which will be inserted in most legal documents including any Land Registry applications. This will enable you to comply with the restriction on the title.

Overseas entities that acquire new property will be required to have an overseas entity ID before they apply to the Land Registry to become the registered owner, otherwise the Land Registry will reject the application.

What if I didn’t register by the deadline?

Failure to do this is a criminal offence incurring a fine of up to £2,500 per day or a prison sentence of up to five years. The deadline for registration of overseas entities was 31 January 2023. If you are not already registered, then you will be subject to the sanctions mentioned above, you will face restrictions on property currently owned and you cannot be registered as the owner of any newly acquired property.

You should apply now and take steps to ensure the application is completed as quickly as possible. You are not registered until the application has completed. Any applications still in process are subject to the above sanctions.

Is this a one-off registration?

No. You will need to update the information annually or confirm the information held on the register is still up to date.

Who can help?

If you need some guidance, there are various online providers including notary publics who provide a service dealing with the registration and annual updates on your behalf. Many also offer fast-track services for an additional fee.

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