The registration of overseas entities owning property in the UK is a record or list of companies, organisations, or other legal entities registered or incorporated in a foreign country. In the UK, this information is maintained by Companies House. It may be used for various purposes, such as tracking foreign investment, enforcing tax laws, or preventing money laundering or other financial crimes.
If you are an overseas entity and you own land or property in the UK or wish to do so, since 1 August 2022, you are required to register with Companies House and disclose a beneficial interest holder for the entity. You could face significant sanctions if you fail to do so.
What you need to know about registration of properties in the UK as an overseas entity
The registration process of overseas entities owning property in the UK is simple and requires three key parties to get involved, owners, the entity, and accountants or agents but first it’s important to understand the following.
What is the Register of Overseas Entities?
Overseas entities that want to buy, sell or transfer property or land in the UK, must register with Companies House. The Register of Overseas Entities in UK is a publicly available online list of such companies confirming who their registrable beneficial owners or managing officers are.
This register came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022 for overseas entities who bought property or land on or after 1 January 1999 in England and Wales and 8 December 2014 in Scotland
What is an overseas entity?
The overseas entity is a legal structure for a company or other organisation that has legal personality and is governed by the law of a country or territory outside the UK. When the UK land or the property is bought in the name of this entity, then the owners or beneficiaries of this overseas entity are required by law to register it with Companies House with a help of accountants or other agents.
Trust will not generally be an overseas entity. However, if the trust is registered as a legal person in your jurisdiction, it may be treated as an overseas entity. Speak to an advisor for professional advice.
How to Register Overseas Entities?
The quickest and best way for the registration of overseas entities owning property in the UK is to appoint a UK-regulated agent approved by the Companies House for verification. Heighten Accountants is a UK-regulated agent authorised by the Companies House to verify & register overseas entities. Contact us to find out more about Overseas Entity registration.
Here are the three easy steps to complete the overseas entity registration:
1. Engage an authorised Agent
You appoint Companies House registered accounting firm or other agents with subject matter expertise. They can help you with adding an overseas entity and its registrable beneficial owners to the Register of Overseas Entities. They are also liable for correctly verifying the information given by you or your entities.
2. Provide the information
You provide, to registered and qualified accountants or agents, the information about your overseas entity, a beneficial owner (individual person, legal entity, government or public authority), and managing officer (individual or corporate). The required information may include name, address, shareholding, level of control, and other related data.
3. Keep the register updated
You advise your agents to submit the application and keep the Companies House register updated annually for any changes, and confirm that the information you initially provided is still correct. The first report becomes due one year after the registration date and every year after that.
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.
All the overseas entities which own land & properties in the UK and planning to buy land and properties in the UK are required by law to register with Companies House as Overseas Entities.
What are your ongoing regulatory obligations?
Once you have registered the entity, you are required to update the register every year. You can advise your agent to file an annual update one year after it was registered, and every year after that and must be filed no later than 14 days after the due date. A confirmation statement can also be filed earlier if it needs to be updated.
These overseas entities will need to register with Companies House and tell who their registrable beneficial owners or managing officers are by 31 January 2023 and then update the register annually within 14 days of the anniversary.
If you do not comply with the Act, you could get a fine, a prison sentence, or both. You’ll also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.
What happens after an overseas entity is registered?
After you pay the registration fee and Companies House accepts your application, the overseas entity, its beneficial owners, and managing officers will appear on the Register of Overseas Entities.
You or your agent will receive the Overseas Entity ID. You will need this OE ID, whenever the entity buys, sells, or transfers land or property in the UK.
If the application is rejected, you will be notified and the registration fee will be refunded.
How can Heighten Accountants help you make this process smoother?
Heighten Accountants have helped many clients in registering their overseas entities on the UK register. Our team of experts will ease your registration and compliance in three easy steps.
You will need to provide information to your agent about the overseas entity and any registrable beneficial owners. You may also need to provide information about managing officers. The list of the overseas entity’s information, you may require to provide includes
- Country where the entity was formed in
- Registered office and correspondence address
- Legal form and governing law
- Public register it appears on and its registration number (if any)
- Full name, date of birth, nationality and contact details for beneficial owners or Managing Officers
- Date the beneficial ownership started
- Nature and significance of control
If no beneficial owners can be identified, then you can provide information about the overseas entity’s managing officers such as a director, manager or company secretary of the overseas entity.
Before an entity is registered, a verification checks statement for all beneficial owners and managing officers for Anti Money Laundering must be provided to Companies House. These checks can be carried out by UK-regulated accountants or agents.
For your agent to carry on these checks, they must be UK based and supervised under the Money Laundering, Terrorist Financing, and Transfer of Funds Regulations 2017. Verification checks must be completed no more than 3 months before the overseas entity is registered.
You are required to provide information about a trust if you are a trustee of a trust as registrable beneficial owners. This includes details about people or entities that are, beneficiaries, settlors, grantors, and interested persons, including each person who has ever been a beneficial owner in relation to the overseas entity, by being a trustee of the trust.
Most of the information your agent requests from you about your overseas entity will be available publicly on Companies House’s website including details about beneficial owners and managing officers.
However, the following information will not show on the Register of Overseas Entities:
- Home address, email and contact details
- Full dates of birth - month and year only will be shown
- The agent assurance code and verification completion date
- Information about trusts
If you have registered your overseas entities within the deadline, generally, there should not be any negative impact on your existing loan facilities.
However, if you fail to register by 31 January 2023, depending upon the loan agreements and terms, this may count as a breach of the facilities.
All new lending to overseas entities is expected to have a condition to get registered in the Companies House and obtain OE ID before funds are made available.
You can apply to remove your overseas entity 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.
Heighten swift and Complete Process of Registration of Overseas Entities in the UK
Identification & Verification
We take time to understand your overseas entity to help you identify and verify your overseas entity and the beneficial ownership information.
We will collect all required information from you, complete the application form and submit it to the Companies House to get your entity an Overseas Entity ID (OE ID).
We keep a record of your Annual checks, remind you when the next annual register update is due, and help you with statutory Companies House reports if you dispose of your property anytime.
Heighten Accountants are registered and authorised Companies House Agents to verify your entity and submit the application to bring it to the register. We can be your trusted advisor for other UK land and property and general tax matters.