The Register of Overseas Entities came into force on 1 August 2022 as a consequence of the Economic Crime (Transparency and Enforcement) Act 2022.
The Register requires any overseas entities that want to buy, sell or transfer property or land in the UK, to register with Companies House and identify their registrable beneficial owners (RBO’s) or managing officers.
As well as applying to overseas entities who want to start buying, selling or transferring property or land in the UK, this register will apply retrospectively to overseas entities that bought property or land on or after:
- 1 January 1999 in England and Wales
- 8 December 2014 in Scotland
- 1 August 2022 in Northern Ireland
These overseas entities will need to register with Companies House and report their registrable beneficial owners (RBO’s) or managing officers by 31 January 2023.
Overseas entities which already own land should receive a letter about the new Register and the six-month transitional period. Regardless of whether they receive that letter, they must still register with Companies House, unless they are exempt.
A legal entity is defined as a company or other organisation that has legal personality and is governed by the law of a country or territory outside the UK. This may include trusts. The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities.
If you are in this position, the registrable beneficial owners (RBO’s) or managing officers of the entity owning land or property in the UK will need to be registered on The Register of Overseas Entities.
This is quite an onerous task as detailed verification steps need to be taken and the task must be undertaken by a company that has been approved by Companies House to act as a verification agent.
We would be happy to introduce you to a company that would be able to complete verification checks and registration services for both new and existing clients. Please let us know if you would like us to initiate this for you.
The deadline for registration is 31st January 2023 and penalties for non-registration are severe. If an overseas entity which is required to register fails to do so and cannot demonstrate a pending application for registration, the entity and every officer of the entity commits an offence. A person found guilty of an offence could be fined up to £2,500 per day or receive a prison sentence of up to 5 years. They could also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK. Please note that there is a six month transitional period.
Government guidance in relation to the Register of Overseas Entities is available here: https://www.gov.uk/guidance/register-an-overseas-entity
Please speak with your usual contact at RPG Chartered Accountants incorporating Crawfords on 0161 608 000 or email info@rpg.co.uk if you need any assistance on this matter.
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