Overseas entities with existing UK property interests or who intend to acquire property, must register their beneficial ownership information with the UK Companies House as soon as possible and before the 31st of January 2023 deadline.
On 1 August 2022, a new Register of Overseas Entities under the Economic Crime Act of 2022 came into force, requiring overseas entities that currently own land in the United Kingdom to register verified information relating to their beneficial owners or managing officers at Companies House by 31 January 2023.
Once registered, the Companies House will issue the overseas entity with an “overseas entity ID number,” which will be used to register with the Land Registry, thus allowing them to buy, sell, or lease their property.
Additional Information and clarifications
In the UK, an overseas entity is considered any legal entity “governed by the law of a country or territory outside of the UK”.
A registrable beneficial owner is anyone (individual, legal entity, trustee of a trust, etc.) with “significant influence or control” over the Oversea Entity. This generally means (amongst others) that he holds (directly or indirectly) more than 25 per cent of the voting rights in an overseas entity.
For Overseas Entities, submitted information will include the Entity’s name, country of incorporation, registered office address, correspondence and email address. For beneficial owners, information will include name, date of birth, nationality, Correspondence and home address, the date of becoming beneficial owners, and nature of control.
All Information submitted by the Overseas Entity must be annually updated and confirmed to the Companies House whether the information held is correct or whether there have been any changes.
Procedure and Verification
Firstly, a UK-regulated (and based) agent must carry out verification checks on all beneficial owners or managing officers and provide an agent assurance code and an OE verification checks statement. Agents can be individuals or corporate entities, financial institutions, auditors, external accountants, tax advisers and legal professionals.
Once verified and registered in the Companies House, the overseas entity will be provided with a unique Overseas Entity ID, which it will need to provide to the Land Registry whenever it acquires, disposes of, transfers, leases or charges UK property.
Consequences
The UK Land Registry can place a property restriction thus preventing the owner from acquiring, disposing of, transferring, or leasing the property in the UK. In addition, the entity’s officers may be liable for up to a 2500 UK pounds penalty per day and/or imprisonment.
