The Register of Overseas Entities – Starting Aug 2022
30/07/2022 - 9 minutes readThe Register of Overseas Entities will come into force in the UK through the new Economic Crime (Transparency and Enforcement) Act 2022.
Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and tell companies house who their registrable beneficial owners or managing officers are.
This will also apply retrospectively to overseas entities who bought property or land on or after:
- – 1 January 1999 in England and Wales
- – 8 December 2014 in Scotland
These overseas entities will need to register with Companies House and tell them who their registrable beneficial owners or managing officers are by 31 January 2023.
Overseas entities only need to register property or land bought in Northern Ireland on or after 1 August 2022.
Entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal.
After registering, the overseas entity will get a unique Overseas Entity ID to give to the Land Registry when it buys, sells, transfers, leases or charges UK property or land.
This will lead to more transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively.
What is an overseas entity?
An overseas entity is a legal entity, such as a company or other organisation, that has a legal personality and is governed by the law of a country or territory outside the UK. The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities.
What is a beneficial owner?
A beneficial owner is any individual or entity that has significant influence or control over the overseas entity. It can be:
- – an individual person
- – another legal entity, such as a company
- – a government or public authority
- – a trustee of a trust
- – a member of a firm that is not a legal person under its governing law
You must register any beneficial owner that meets one or more of the following conditions known as the ‘natures of control’.
A beneficial owner is an individual person, other legal entity, government or public authority and:
- – holds, directly or indirectly, more than 25% of the shares in the entity
- – holds, directly or indirectly, more than 25% of the voting rights in the entity
- – holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
- – has the right to exercise, or actually exercises, significant influence or control over the entity
The beneficial owner is a trustee of a trust and:
- – the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
- – the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
- – the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
- – the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company
The beneficial owner is a member of a firm that is not a legal person under its governing law and:
- – the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
- – the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
- – the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
- – the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company
A firm is a partnership, unincorporated association or other entity that is not a legal person under the law by which it is governed.
Register of Overseas Entities – Who can use this service
You can use this service if you work at, or work on behalf of, the overseas entity.
It’s quicker and easier for an overseas entity to be registered by the same UK-regulated agent that carried out its verification checks. These can include financial institutions and legal professionals.
You may not be able to the Register of Overseas Entities service if:
- – any beneficial owners have their personal information protected at Companies House (or are waiting for the results of an application)
- – the overseas entity has disposed of UK property or land since 28 February 2022
Contact enquiries@companieshouse.gov.uk for further guidance.
What information do you need to submit?
You’ll need to provide information about the overseas entity, any registrable beneficial owners, and the UK-regulated agent that carried out verification checks. You may also need to provide information about managing officers.
You’ll need to tell Companies House the overseas entity’s:
- – name
- – the country it was formed in
- – registered office address and correspondence address
- – email address – we’ll use this to send important information, including the Overseas Entity ID
- – 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 tell companies house:
- – 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
What information will be shown on the public register?
Most of the information given to Companies House about overseas entities, beneficial owners and managing officers will be publicly available on the Register of Overseas Entities.
Companies House will not show the following information on the Register of Overseas Entities:
- – home addresses
- – full dates of birth – only the month and year will be shown
- – the agent assurance code
- – the date verification checks were completed
- – information about trusts, however, it may be shared with HMRC
- – email addresses
Removing an overseas entity
An overseas entity can apply to be removed from the Register of Overseas Entities if it is not, or is no longer, a registered owner of land or property in the UK.
The sections of The Economic Crime (Transparency and Enforcement) Act 2022 relating to updates and removal have not yet come into force. This means that updates and removal applications can only be made once this happens.
How can MCL Accountants help?
Contact MCL Accountants on 01702 593 029 if you have any queries regarding The Register of Overseas Entities or if you need any assistance with the preparation and submission of your business accounts or self-assessment tax returns to HMRC.
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Ishan provides financial management, taxation and transactional advice to business entities of all sizes. His expert areas include statutory compliance, business taxation, personal tax & transactional processing and systems. Industry sectors include professional services, retail, hospitality and entertaining & media and advertising services.
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