Home / The Rix & Kay Blog / The Register of Overseas Entities (ROE) brings new compliance obligations
Daniel Halls

Solicitor - East Sussex (Uckfield)

10th November 2022

A new compliance obligation has been brought into force by the UK Government. While this applies to overseas entities, if a UK company or individuals manage assets via an overseas entity these compliance obligations will, in such circumstances, apply to the UK company or individuals concerned. What follows is an explanatory note of what will be required if these compliance obligations apply to you.

The Register of Overseas Entities (ROE) came into force in the UK on 1 August 2022 through the Economic Crime (Transparency and Enforcement) Act 2022. If you own or lease property or land in the UK via an overseas entity, you must register the overseas entity with Companies House and notify to them who the beneficial owners of the entity are (these are broadly the owners of the entity or the people who have the right to control it). The purpose of the Register of Overseas Entities is to provide greater transparency about ownership of property in the UK.

The ROE regime applies to an overseas entity, that is the registered owner of a freehold estate or a lease granted for a term of more than seven years on or after 1 January 1999.

After registering with Companies House, the details of the overseas entity and its beneficial owners will be available to the public on the online register.

Why it is important to register an overseas entity

There are several steps to the registration process, and the consequences of not registering or doing so improperly could be severe.

Overseas entities that already hold one or more qualifying estate(s) have until 31 January 2023 to register their beneficial owners and (in some cases) information on their managing officers and any superior trusts. Failure to register by this date is a criminal offence.

If you do not comply with the requirements of the Economic Crime (Transparency and Enforcement Act) 2022, you could face significant fines or even a prison sentence. You are also likely to face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.

How to register an overseas entity and its beneficial owners

Once registered, you’ll get a unique overseas entity ID. When you buy, sell, transfer, lease or charge property or land in the UK, you’ll need to give this to:

  • HM Land Registry – for property or land in England and Wales
  • Land Registers North Ireland – for property or land in Northern Ireland
  • Registers of Scotland – for property or land in Scotland

If your property or land is in Scotland, you still need to register on the Scottish Register of Persons Holding a Controlled Interest in Land (RCI) if you meet the necessary conditions – in addition to registering on the Register of Overseas Entities.

Many overseas entities are likely to instruct a UK-regulated agent to register and file the information for them. UK-regulated agents include accountants and legal professionals supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.  Not all accountants and legal professionals will be able to undertake this verification for you so you will need to check in advance with your professional advisers as to whether that is a service that they offer.  Please note that there is no presumption that law or accountancy practices will conduct verification for ROE purposes.  Rix & Kay Solicitors LLP will not be offering a verification service, at least in the immediate term, and we shall inform you if that changes.

Before registering, an agent will also need to check and confirm your identity and that of the beneficial owners even if you decide to file the information yourself.

You or your agent must register online before 31 January 2023.

To register and for more information visit:

https://www.gov.uk/government/publications/register-of-overseas-entities-guidance-on-registration-and-verification

You or your agent will need to:

  • sign in to or create a Companies House account
  • give a name and email address of someone who can be contacted about the application
  • give information about the overseas entity and its beneficial or managing officers
  • give the assurance code of the agent who checked your identity
  • pay the £100 registration fee with a credit or debit card

If there are no beneficial owners, you’ll need to provide information about the overseas entity’s managing officers or any superior trust.

A managing officer is a director, manager, or company secretary of the overseas entity.

Trusts and trustees

If any trustees of a trust are registrable beneficial owners, you’ll also need to give information about that trust. This includes details about the beneficiaries, current or past beneficial owners, settlors, grantors, and interested persons.

Contact us

Rix & Kay’s Corporate Team advise UK and internationally based businesses, their owners, entrepreneurs, professionals, and high net worth individuals on strategic corporate solutions and transactional advisory matters which enhance their business and personal life cycles. For more information contact Daniel Halls, Solicitor in Rix & Kay’s Corporate Team e. DanielHalls@rixandkay.co.uk