The UK Register of Overseas Entities was launched on 1st August 2022.
This requires overseas companies owning UK property or a trust that owns UK real estate to register with Companies House.
The Register has been created under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022. This requires an overseas entity to register with Companies House. Companies House will then issue to it an overseas entity ID.
A company that owns UK property on 1st August 2022 that it bought after 1st January 1999 has until 31st January 2023 to register.
However, an entity that is not registered cannot acquire further UK property as the Land Registry needs the entity’s overseas entity ID before it will register a transfer of land. Similarly, the Land Registry will not register an acquisition of land from an overseas entity without the vendor’s overseas entity ID. Nor will it register the grant of a lease or a mortgage or other charge over UK land owned by an overseas entity.
Accordingly, new overseas companies or trusts need to be registered with Companies House before they can purchase land, and existing entities that own UK land need to register before they can sell the property. An entity that does not register by 31st January 2023 commits a criminal offence.
Registration is done online. Broadly, the entity has to provide HMRC with the same information regarding beneficial ownership as UK companies need to provide in relation to persons with significant control over the company. However, an overseas company applying for registration also needs to provide a statement by a “relevant person” that the information that it wishes to file has been verified in accordance with the Register of Overseas Entities (Verification and Provision of Information) Regulations 2022.
A relevant person for this purpose has the same meaning (with some exceptions) as under the Money Laundering Regulations. However, such a person cannot provide a verification check unless it has itself registered as an agent with Companies House as an assurance agent.
What next?
For more information, please contact Thomas Adcock, Tax Partner.
