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Register of Overseas Entities
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Register of Overseas Entities
The UK introduced the Register of Overseas Entities on August 1, 2022, under the Economic Crime (Transparency and Enforcement) Act 2022. Overseas entities seeking to engage in property transactions in the UK (Qualifying Estates) must register with Companies House.
They are required to disclose information about their beneficial owners or managing officers. Once registered, the overseas entity obtains a unique Overseas Entity ID, which is necessary for any future dealings with the UK land registry involving the purchase, sale, transfer, lease, or charging of property or land.
What is an Overseas Entity?
An “overseas entity” is a legal entity that is governed by the law of a country or territory outside the UK, including Republic of Ireland.
What is a Qualifying Estate?
A “qualifying estate” is an estate in commercial or residential land which is freehold, or has a lease of 7 years or more and is owned by the Overseas Entity.
Who are the Beneficial Owners?
A “beneficial owner” is an individual, government, public authority or other legal entity who meets one or more of the following conditions:
- holds, directly or indirectly, more than 25% of the shares in the entity
- holds, directly or indirectly, more than 25% of the voting rights in the entity
- holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
- has the right to exercise, or actually exercises, significant influence or control over the entity
There are additional rules where the beneficial owner is a trustee of a trust
How we can help with the verification process?
A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered. Failure to register an overseas entity to which this requirement applies can lead to fines of up to £2,500 per day.
Global Tax Network is an approved regulated agent and can assist with the registration process.
Following registration, the overseas entity must also file an update each year with Companies House.
If you need assistance with the registration of an Overseas Entity with Companies House and ongoing annual filing requirements, please contact Richard Watts-Joyce on 0207 100 2126 or complete our contact form.