What is a Overseas Entities ?
It is a legal entity, such as a company or other organization, that has a legal personality and is governed by the laws of a country or territory outside the UK. Ireland is an overseas jurisdiction for the Overseas Registry.
The Register of Overseas Entities came into force in the UK on 1 August 2022 (New Economic Crime (Transparency and Enforcement) Act).
Who must register Overseas Entities in UK with Companies House?
- Overseas entities who wishes: to buy, sell or transfer property or land in the UK
- Overseas entities who already bought property or land on or after in the UK:
- 1 January 1999 in England and Wales
- 8 December 2014 in Scotland
- Northern Ireland on or after 1 August 2022
Until January 31, 2023, it is necessary to register with the Companies House and indicate who overseas entities registered beneficial owners or managers are.
Entities that have sold property or land after February 28, 2022 will also be required to register and provide details of this disposal.
What information you need to submit of Overseas Entities
To register Overseas Entities in UK you need to know:
- name
- country it was formed in
- registered office address and correspondence address
- email address – we’ll use this to send important information, including the Overseas Entity ID
- legal form and governing law
- public register it appears on and its registration number (if it has one)
- any registrable beneficial owners
- the UK-regulated agent that carried out verification checks.
- In some cased information about managing officers.
If Entities have sold property or land after February 28, 2022 additional information must be included:
- the deed or title number of the land or property
- the date that the land or property was disposed of
- details of any additional beneficial owners or managing officers at the time the land or property was disposed of
Who is UK-regulated agent?
- A UK-regulated agent who allowed carry out verification checks on beneficial owners and managing officers of an overseas entity before it can be registered.
- The agent must have an agent assurance code before they can file any verification statements with Companies House.
- They must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.
- The agent who conducts the checks must not be a relative or close associate of that person.
- A UK-regulated agent can be individuals or corporate entities, such as:
- credit institutions
- financial institutions
- auditors, insolvency practitioners, accountants and tax advisers
- legal professionals
- trust or company service providers
- estate agents and letting agents
What information will be shown on the public register
Beneficial owners and managing officers will be publicly available on the Register of Overseas Entities.
However, the information listed below will not be published:
- home addresses
- full dates of birth – only the month and year will be shown
- the agent assurance code
- the date verification checks were completed
- information about trusts, however it may be shared with HMRC
- email addresses
What happens after an overseas entity is registered
- Beneficial owners and managing officers will be added to the Register of Overseas Entities.
- The notice of registration to the overseas entity. This will include the Overseas Entity ID, which must be given to the Land Registry whenever the entity buys, sells or transfers land or property in the UK.
- the overseas entity must file an annual update one year after it was registered, and every year after that.
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If you would like to apply for the registration of a foreign legal entity and its beneficial owners, please call or send us a request by submitting the request form or [email protected]
Register Overseas Entities in UK.
Related pages: UK Private Limited Company Formation
