The UK’s new Register of Overseas Entities (“ROE”) opened on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022.
The new ROE is held by Companies House and requires overseas entities – a company or a trust which has a corporate trustee – that own land or property in the UK to declare their beneficial owners and managing officers.
There will be severe sanctions for those who do not comply, including restrictions on buying, selling, transferring, leasing or charging their land or property in the UK.
Who does it apply to?
It applies to overseas entities who bought property or land on or after 1 January 1999 in England and Wales or 8 December 2014 in Scotland. These are the dates when the land registries in these jurisdictions first required overseas companies to identify where they were set up when buying property. Overseas entities only need to register property or land bought in Northern Ireland on or after 1 August 2022.
What do I need to do?
Overseas entities that want to buy, sell or transfer property or land in the UK, must register with Companies House and disclose who their registrable beneficial owners and / or managing officers are.
Overseas entities that already own a property in the UK, or hold a lease on a UK property that was granted for more than 7 years, will also need to register with Companies House and disclose who their registrable beneficial owners and managing officers are by 31 January 2023.
Any filings on the ROE must be verified by an authorised agent of Companies House. Sovereign Corporate & Trustee Services Limited is an authorised agent of Companies House and can verify the requisite filings.
What are the penalties?
Overseas entities that fail to register by the end of the six-month transitional period on 31 January 2023 will commit a criminal offence. Any officers (like directors) of the entity who are responsible for committing the offence can be prosecuted too.
Once registered, failing to update the register on time is also a criminal offence that is punishable by a daily fine of up to £2,500. It is also a criminal offence to deliver false or deceptive information to Companies House.
The ROE went live on 1 August 2022 so filings and the subsequent verifications can now be made.
The clock has started ticking on the transitional period to the 31 January 2023 filing deadline so action is needed to avoid criminal and financial sanction. If you think you might be required to file, please contact your local Sovereign office, or email Josephine Rocca or Stuart Stobie at Sovereign Corporate & Trustee Services Ltd below.