Register of Overseas Entities

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As part of the Economic Crime (Transparency and Enforcement) Bill (which received royal assent on 15th March 2022) (the “Bill”) a Register of Overseas Entities (the “ROE”) will be formed and managed by Companies House. The ROE will require any overseas entities, who are not governed by UK law, to declare their beneficial owners or managing officers.

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022

The ROE requires any overseas legal entities, such as companies or other organisations, that have legal personality and are governed by the law of a country or territory outside the UK, who want to buy, sell or transfer property or land in the UK, to register with Companies House and declare their beneficial owners or managing officers.

The ROE applies to property or land bought by an overseas entity since January 1999 in England and Wales, since December 2014 in Scotland and since 1st August 2022 in Northern Ireland.

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Following registration, an overseas entity will be provided with a unique Overseas Entity IDby Companies House, to be shared with the relevant land registry whenever the overseas entity wishes

Failure to comply with these registration laws could result in daily fines, a prison sentence, or both. Overseas entities that fail to comply will also face restrictions when when buying, selling, transferring, leasing or charging property or land in the UK. Disposal of land as a means to avoid registering will not be a viable option for overseas entities, as any entity that has disposed of land or property since 28th February 2022 will still be required to register.

For more information see: Register an overseas entity and its beneficial owners - GOV.UK (www.gov.uk).

Originally published 8th August 2022, Updated 28 November 2023

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