Register of Overseas Entities Service

Elemental delivers a fully managed Register of Overseas Entities service that supports international businesses to declare their ownership of UK real estate on the register, maintained by Companies House.

Registration and Verification

To register on the Register of Overseas Entities, an overseas entity needs to ensure that the information submitted is verified by a UK regulated agent, also known as a ‘relevant person’. Elemental is a UK regulated agent and has been acting for law firms and clients since the legislation was first introduced.

How Our Register of Overseas Entities Service Works

1

Information Provision

Complete our online or MS Word Register of Overseas entities form.

Elemental will assist you with any help to ensure the details are complete and accurate, for example identifying the beneficial owners or managing officers of the OE.

2

Verification

Elemental will carry out the necessary verification checks on the information and documentation supplied to us.

We will not only verify the overseas entity but also the beneficial owners to meet all the requirements.

 

3

Registration

Verification for the Register must be carried out by a UK regulated agent, such as Elemental.

We will submit the details to Companies House and handle any objections until completion.

4

Re-verification & Annual update

We will handle the annual update at Companies House and all the relevant verification that will be required, in the same manner as the original verification and registration.

Elemental was invited to speak to representatives from London’s leading law firms on our approach to the Register of Overseas Entities. Watch the extract to see how the verification and registration process works.

Elemental Delivers

We offer a comprehensive Register of Overseas Entities service.

Security

All your verification records securely stored using market leading software.

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Expert Help

Our team of experts will manage the process for you.

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Clear Fees

Our clear fee structure means no hidden costs.

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Peace of Mind

All UK legal requirements met.

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Alerts

Never miss a deadline, with our filing alerts.

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Digital Verification

Our paperless verification process is seamless and efficient.

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How Else Can We Help?


Service Address

Easy access from anywhere in the world with our digital mailroom


Protection of Information

In certain circumstances you can restrict disclosure of your personal information that appears on the Register of Overseas Entities.

 

Explore More

Read our Guide to Navigating the ROE

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Online Registration

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Our fees explained

We’ve tried to make our fees as simple as possible for clients to understand.
Our fee is £1250 per entity which includes:

  • Onboarding Client
  • Help to identifying the beneficial owner(s) of the overseas entity (up to a reasonable amount)
  • Verifying the information on the overseas entity
  • Verifying the information on the beneficial owners or managing officers (up to two included)
  • Registering the overseas entity with Companies House and obtaining the Overseas Entity ID
  • Liaise with Companies House to resolve any issues through to completion.

Discounts available for multiple overseas entities within a group and overseas entities with single beneficial owners from EU jurisdictions. Please contact us to discuss.

Why can’t my law firm do this?

The Law Society has issued guidance stating that law firms should exercise extreme caution before carrying out verification of overseas entities on the Register of Overseas Entities.

As a regulated firm, with considerable experience assisting overseas entities with their existing reporting obligations in the UK, Elemental is here to support international clients – and law firms on behalf of their clients – to meet their registration requirements on the Register of Overseas Entities.

We are also working with law firms to ensure that their clients are properly supported through this process.

‘…only a small number of specialist firms and probably large international firms and external accountants will have the appropriate expertise to supply the verification requested.’ ‘[the law firm] should exercise extreme caution if you are considering such verification.’

The Law Society



Frequently Asked Questions

Do you cover all jurisdictions?

Yes we do. Overseas entities that are affected by the rules are registered in 213 countries (Land registry, as at August 2022). Although around 70% of entities are registered in British Virgin Islands (BVI), Jersey, Guernsey and Isle of Man. We cover all jurisdictions whether they have a public register or not, with the exception of countries that appear on the UK sanctions list. We assume that where the overseas entity is registered in a jurisdiction without a public registry, the corporate service provider in that jurisdiction will certify all relevant details, including the ownership structure.

Can you help register with Companies House or do you just do the verification OR Can you just do the verification?

Yes, we can complete the final stage and register with Companies House to obtain the Overseas Entities ID. In keeping with guidance from Companies House this is our default approach. Companies House has outlined that it is quicker and easier for the UK-regulated agent to complete the registration. In rare situations, if the overseas entity had a valid reason to wish to register directly, we would charge a premium for this because there would be more work and risk involved.

Is your service available to new and existing clients?

Yes, some firms are only offering registration and verification to their existing overseas clients where there is a pre-existing relationship. As a corporate services provider, we can offer this service to both existing clients and all other affected overseas entities.

How do fees for the registering and verifying overseas entity work?

We have fixed fee pricing for most of our Register of Overseas Services with the exception of the verification of trusts or advising on identifying beneficial owners. Our fees are the same for new and existing clients. As a specialist corporate service provider with established processes for carrying identity checks and filing with Companies House we can offer clients a fully managed register of overseas entities service at rates that are usually much more competitive than law firms and other professional advisors.

Do you help law firms or other professional advisors with registration and verification? How does it work and where would liability sit?

Yes we do and we are agnostic as to whether we are engaged by the law firm or the overseas entity. It would typically work in one of two ways:

  • Transaction – if the requirements were triggered by a new property transaction we would often work directly with the law firm or advisor. Fees would be charged to the client as a disbursement.
  • Ongoing – for annual renewal or registrations without a transaction the firm would introduce the client to us and we would work directly with the client.

Where an advisor wanted to carry out the first stage of identifying the beneficial owners but needed our help as a UK regulated agent to carry out verification, we can do this but would always encourage them to speak to us early in the process.

Primary liability for the ROE is under s32 ECTEA. In our view an advisor would only be liable if they had, without reasonable excuse, ‘caused to be delivered to the registrar any document that is misleading, false or deceptive in a material particular’. As long as the advisor was not deceptive, then part of any reasonable excuse would be that Elemental was verifying the information.

Wherever you are, we can help

We work with over 1,600 clients from over 100 countries, here in the UK.
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Speak to an expert

Get in touch and we would be happy to share our experiences of helping law firms and their clients with the Register of Overseas Entities.

Meet Tobias

A dual-qualified company secretary and solicitor, he initially trained at Linklaters and later worked for Macfarlanes. Tobias works directly with a number of energy clients on company secretarial, corporate governance and corporate law. He holds a Masters in Banking & Finance Law from Queen Mary University of London and is a fellow of the Chartered Governance Institute.

Meet Nick

Nick Lindsay is Founder and Director of Elemental and heads up the Governance and Corporate Services teams. He is an experienced corporate lawyer and qualified Chartered Company Secretary. Prior to starting Elemental, Nick trained at Olswang in London (now part of CMS). He has also worked in-house at the BBC Worldwide Visa Europe.

Request a Register of Overseas Entities Services proposal

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