Companies House has announced that it will begin writing to all overseas entities who own land in England, Wales and Scotland to make sure they know about their new responsibilities regarding The Register of Overseas Entities.
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.
It requires overseas entities that own land or property in the UK to declare their beneficial ownership and/or managing officers.
Which organisations are affected?
This new legislation includes:
- Any non-UK legal entity with separate legal personality under its foreign law of registration that has owned registered freehold or leasehold title to UK land since 1/1/1999 in England or Wales, (or since 8/12/2014 in Scotland), must register itself and its beneficial owners on the new Register.
- Any non-UK legal entity wishing to purchase such UK land in any part of the UK must also register.
- Any non-UK legal entity intending to dispose of such UK land, or which has disposed of such land since 28/2/2022 must also register.
- Third parties involved in real estate transactions with non-UK legal entities, such as lenders and those with the benefit of security granted over or in connection with UK land will need to take account of the new legislation; as will third parties who buy UK land from non-UK legal entities, and third parties who sell UK land to non-UK legal entities.
Under this new campaign, these entities will be required to provide The Register of Overseas Entities:
- Independently verified information concerning the identity of any of its registrable beneficial owners and information about itself and its officers to Companies House.
- An annual update to this information.
Once this is completed, each non-UK legal entity will be given an “overseas entity ID” for registration on the new Register, and the Register will be made public, including information on:
- The name of each registrable beneficial owner of the non-UK legal entity; and
- Their nationality.
What information needs to be provided?
On its website, HMRC clearly states that those registering need to provide:
Overseas entity information
- country where it was formed
- Registered office address and correspondence address
- Email address
- Legal form and governing law
- Public register it appears on and its registration number (if it has one)
If the entity has disposed of UK property or land since 28 February 2022, it will also need to provide:
- The deed or title number of the land or property
- The date that the land or property was disposed of
- Details of any additional beneficial owners or managing officers at the time the land or property was disposed of
Beneficial owner information
You need to provide information on each beneficial owner to HMRC, including:
- Full name
- Date of birth
- Correspondence address and home address
- Date they became a beneficial owner for the overseas entity
- Nature of control
If you aren’t sure if you are a beneficial owner, HMRC has a clear definition here.
If dealing with other legal entities or agencies, you also need to inform HMRC if they are on the UK Sanctions List.
If no beneficial owners can be identified
If there are no beneficial owners, or you have not identified all your beneficial owners, you’ll need to provide information about the overseas entity’s managing officers. This is a director, manager or company secretary of the overseas entity.
Time to act
New sanctions are to come into force by 31 January 2023 and those affected must complete the registration process before this date.
Failure to register will result in restrictions on the sale of the property, alongside significant penalties applicable for the entity and its officers.