Are you a new business? Or an existing business interested in our services?Get a quote
Companies House has confirmed that the Register of Overseas Entities will open for registrations for property owners based overseas from 1 August 2022
The register was set up as a result of the Economic Crime (Transparency and Enforcement) Act 2022, which was passed earlier this year.
Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and identify their registrable beneficial owners or managing officers. There will be a £100 charge per registration and the information will be available for public view.
After the initial registration, entities will be required to update their record once a year whether there have been any ownership changes or not.
The rules will apply retrospectively to overseas entities who bought property or land on or after 1 January 1999 in England and Wales and 8 December 2014 in Scotland. Overseas entities only need to register property or land bought in Northern Ireland on or after 1 August 2022.
The deadline for overseas entities to register with Companies House and notify registrable beneficial owners or managing officers is 31 January 2023.
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.
Companies House said the register ‘will lead to more transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively’.
Non-compliance will be met with fines of up to £2,500 per day or a prison sentence of up to five years. Any owners failing to register will also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.
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 and a member of a firm that is not a legal person under its governing law.
Any beneficial owner that holds, directly or indirectly, more than 25% of the shares in the entity must register their property interests.
Accountants, financial institutions and legal professionals will be able to use the service to register their clients’ interests and will have to provide name, country it was formed in, registered office address and correspondence address, email address, public register it appears on and its registration number (if it has one).
A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered. It will need to provide an agent assurance code and an overseas entity verification checks statement to confirm that it has done this.
They must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. They can be an individual or a corporate entity, such as a financial institution or legal professional.
The UK-regulated agent will need to request an agent assurance code from Companies House. This confirms that the agent has authorisation to file verification checks statements for an overseas entity.
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.
If the application is accepted, the overseas entity and its beneficial owners and managing officers will be added to the Register of Overseas Entities. They will be emailed a notice of registration including the Overseas Entity ID, which must be given to the Land Registry whenever the entity buys, sells or transfers land or property in the UK.
If the application is rejected, Companies House will email the entity and refund the £100 fee.
An overseas entity can apply to be removed from the Register if it 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.
Further information can be found here Companies House guidance, Register of Overseas Entities
Brearley & Co Accountants are pleased to offer a free, no obligation, initial consultation with one of our experts who will be happy to discuss your business needs and how we can help you.Contact