02 Feb The Register of Overseas Entities – Companies House Guidance Headlines
Companies House intends to launch the Register of Overseas Entities (ROE) on Monday 1 August. The ROE will come into force by virtue of the new Economic Crime (Transparency and Enforcement) Act 2022. Elemental has produced a Guide to the ROE which is available here.
In summary, overseas entities who want to buy, sell or transfer property or land in the UK, will need to register with Companies House and disclose who their registrable beneficial owners or managing officers are.
After registering, the overseas entity will get a unique Overseas Entity ID to give to HM Land Registry when it buys, sells, transfers, leases or charges UK property or land.
The aim of the new regime is to improve transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively.
Verification of an overseas entity and the identity of any beneficial owners must be carried out by a UK-regulated agent such as Elemental.
Companies House has advised that it is quicker and easier for an overseas entity to be registered by the same UK-regulated agent that carried out its verification checks rather than registering itself. Elemental agrees with this assessment, and we encourage you to contact us if you think you may be required to register.
Companies House Guidance – the Headlines
The guidance published by Companies House yesterday represents progress but there are still some unanswered questions. Below, we set out the headline takeaways.
The standout headline is that non-compliance with the new regime risks a daily fine of £2,500 and prison sentences of up to 5 years. Restrictions when buying, selling, transferring, leasing or charging property or land in the UK can also be imposed.
The guidance confirmed that a UK-regulated agent such as Elemental must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered.
Verification checks must be completed no more than 3 months before the overseas entity is registered.
Overseas entities must file an annual update one year after it was registered, and every year after that. This will be similar to the Confirmation Statement obligation placed on UK companies and will be used to inform Companies House of any changes, or confirm that the information held is still correct. It must be filed no later than 14 days after the due date. It can also file earlier if it needs to update any information.
Companies House Fee
There will be a £100 fee to complete the registration. It is unclear whether any fee will be charged to update information on the register
Elemental encourages any entities that believe the new ROE regime to apply to their current or intended holdings of UK land to contact us as experts who are well placed to provide the verification and registration requirements under the new regime.