Press Room
Registering an Overseas Entity with UK land or property interests – John Nehard
The UK’s Economic Crime (Transparency and Enforcement) Act 2022 has created a new Public Register of Overseas Entities. Closely aligned with the UK’s Persons of Significant Control (‘the PSC Regime’) which requires the beneficial ownership of UK companies to be publicly listed, the new register will require the disclosure of beneficial owners who own UK land or property through non-UK entities.
The register launched on 1 August 2022, with a phased commencement in place to allow overseas entities a grace period to become registered before restrictions come into place.
Failure to properly register will constitute a criminal offence and may prevent you from selling, buying, leasing or mortgaging UK land or property.
What overseas entities need to register?
The Act applies to any body corporate, partnership or any other entity governed by the law of its country which is considered a legal person under those laws and their beneficial owners.
What is a beneficial owner?
Similar to the definition under the PSC Regime, the thresholds are:
- directly or indirectly holding 25% or more of the shares or voting rights;
- directly or indirectly having the right to appoint or remove a majority of its directors; or
- otherwise having significant control or influence over the entity (including through a trust arrangement).
What are the requirements?
Before 31 January 2023, Overseas Entities must register all land or property they own that was purchased after the below date
| Region | Purchased after |
| England & Wales | 1 January 1999 |
| Scotland | 8 December 2014 |
| Northern Ireland | 1 August 2022 |
Entities that disposed of property or land after 28 February 2022 will also need to submit details of those dispositions.
There is also an annual compliance requirement to file a confirmation statement notifying of any changes to registrable beneficial owners or confirmation that the beneficial owners have not changed. Any changes to the register must be notified within 14 days of the registrable event and the annual update period.
Information to be disclosed
Information required about the Overseas Entity
- Its name;
- Country of incorporation or formation;
- Registered office address;
- Service address;
- Email address;
- Whether they meet the relevant conditions by virtue of being a trustee (conditions set out below); and
- Whether they are a designated person within the meaning of the Sanctions and Anti-Money Laundering Act 2018.
Information required about individual beneficial owner(s)
- Name, date of birth, nationality;
- Usual residential address;
- Service address;
- Date on which the individual became a registrable beneficial owner in relation to the Overseas Entity;
- Which of the beneficial ownership conditions are met, and a statement as to how they are met;
- Whether they meet the conditions by virtue of being a trustee; and
- Whether they are a designated person within the meaning of the Sanctions and Anti-Money Laundering Act 2018.
Where there are trusts in the ownership chain, additional disclosure may be required in relation to the trust itself and the trustee(s). It will also be necessary to consider whether there may also be disclosure requirements in relation to either the settlor, beneficiaries or any other individuals related to the trust.
Before an application can be submitted it is necessary to serve an “information notice” on each beneficial owner to confirm their details are correct. They must be given one month to reply and the information in the application must be independently verified (see below for more information).
Urgent action for Overseas entities acquiring UK property.
If you are due to acquire UK property imminently and your Land Registry application might be submitted on or after 5 September 2022 (even if the transaction completes before that date), you must be a registered overseas entity in order to obtain legal title to the property. The registration process must factor heavily into your completion time frame.
What are the consequences of non-compliance?
Failure to initially register will constitute a criminal offence for the Overseas Entity as well as every officer who is in default. This will also be the case when failing to comply with the annual confirmation statement, making a disposition in breach of the registration requirement.
Where there is a failure to register a beneficial owner or giving false statements, the beneficial owner and any persons making false statements will also be liable.
In each circumstance, this could lead to a fine or imprisonment for up to 5 years.
How can we help?
Andersen LLP can act as an independent verifier prior to your submission to Companies House. We can also assist with the following:
- assessing your current and historic corporate structures and the recommended disclosure requirements that you will need to take;
- support in the disbursement of information requests to the necessary parties;
- drafting of the declaration to be made to Companies House;
- an ongoing monitoring plan for future transactions; and
- verification of information to be presented to Companies House.
The information provided is for general guidance and highlights what we consider are the relevant issues. This does not constitute professional advice. For more information, please feel free to get in touch with our Head of Financial Accounting and Reporting.