July 26, 2022 The Register of Overseas Entities – The Law Society’s View
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 Register of Overseas Entities and launched a Register of Overseas Entities Service.
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.
Law Society Interim Guidance
The Law Society has issued interim guidance to flag that verification for ROE purposes is a very different task to the risk-based approach to client due diligence under the money laundering regulations.
It is the view of the Law Society that it is probably, in the main, not for property lawyers to provide this verification. It states that only a small number of specialist and probably large international firms and external accountants will have the appropriate expertise to supply the verification requested and that the registration process could be complex.
The guidance goes on to suggest that extreme caution should be exercised if a firm of solicitors are considering providing such verification. The implication being that such work should be passed to experts.
Elemental encourages any entities that believe the new Register of Overseas Entities 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.
Update: On 1 August 2022, on the day the new rules went live, Elemental was one of the first providers to launch a fully managed Register of Overseas Entities Service for law firms, professional advisors, and clients looking for help with registration and verification.