July 6, 2023 Register of Overseas Entities – Updating Duty
The 1 August 2023 will mark the first anniversary of the UK Register of Overseas Entities. Companies House has always made it clear that there would be an update requirement; however, one month away from the first renewals and final guidance is still yet to be published.
To address the gap in easily accessible information, we’ve looked at the latest from the Department for Business, Energy & Industrial Strategy (BEIS), Companies House, and the latest Economic Crime Bill passing through Parliament right now to produce a simple summary. Since we last wrote on the subject of the annual update, there has been updated guidance from Companies House and amendments in the House of Lords.
Despite the rules not being finalised, we know enough to offer some practical guidance to help those affected feel better prepared for what’s coming.
What you need to know
Here’s a simple summary of what we know so far from official guidance that has been published:
#1 Every entity needs to act
Updates need to be filed to confirm all information is correct and up to date:
– By all entities on the register.
– Each year on the anniversary of the initial filing, (although see #3).
– Regardless of whether there have been any changes.
#2 Changes will have to be independently verified
Where any information has changed since the entity registered, a UK Regulated Agent such as Elemental must complete new verification checks.
#3 Entities will have 14 days
The annual update is due 12 months from the date of initial registration and overseas entities will have 14 days to complete the update. Under proposed amendments passing through Parliament, the updating requirement and 14-day deadline would kick in from the point any changes are known.
#4 Trusts must file paper forms
If there are any trusts involved in an overseas entity these entities will need to file a paper form. This includes trusts that Companies House has already been told about and even if there have not been any changes. The paper form is not currently available.
#5 Failure to file will void the Overseas Entity ID
It is important to make a note of the requirements and complete them by the deadline. Failure to do so will mean your overseas entity ID will become void and you will not be able to buy, sell, transfer, lease or raise charges against property or land. This will remain the case until the situation is rectified. This is in addition to any criminal or financial penalties.
#6 An authentication code will be required
An authentication code will be required before an update can be made. Information on how to request one has not been made available. However, we expect it may be similar to existing provisions for filing at Companies House to ensure everyone who files is authorised to do so, including agents.
#7 Entities will likely have to give details of all land
Under amendments made by the Economic Crime and Corporate Transparency Bill, we are expecting a new requirement to list all land owned by overseas entities by way of listing title/folio numbers.
#8 90% of first renewals will not happen until after October
The register got off to a slow start and up to the end of October only 10% of filings had been completed. Over half happened in the months of January and February. For most clients, there is still time.
Practical Next Steps
1) Get Ready
Irrespective of whether there have been changes, you will be required to submit an update within 14 days of your renewal date.
We will be writing to clients with reminders closer to the time; however, clients with a number of entities or trusts may wish to make a note in their diaries.
2) Consider any changes
You should consider any changes since the last filing. For quick access to the public record, you can click here. If there have been changes to Beneficial Owners, you will need to provide details of names and timings.
3) Ensure you receive our updates
With some important pieces of information yet to be published by Companies House, we will continue to update clients and partner firms as and when we know more. To ensure you continue to receive these updates, please add us to your address book or safe senders list.
Our register of overseas entities update service is now live, please visit our service page for more details.