The Register of Overseas Entities which went live on 1 August 2022, is part of the Economic Crime (Transparency and Enforcement) Act 2022 implemented in the wake of the Russian invasion of Ukraine. It represents a significant additional step as part of wider efforts to increase corporate transparency in the UK, to tackle the opaque nature of foreign ownership, and support efforts to tackle money laundering in the UK property market.
Overseas entities which own (or, in certain circumstances, lease) or are about to buy property or land or enter into certain leases of property or land in the UK, must register with Companies House as an overseas entity and disclose details of their beneficial ownership.
There is a six-month transition period for all overseas entities falling in scope of the ROE to register at Companies House. Any entity which is seeking to buy or sell property, or enter into a lease (of 7 or more years in England or 20 or more years in Scotland), will require to register in advance of the transaction settling, as a requirement of Registration.
The requirement to register with Companies House will apply retrospectively to property purchased since 1 January 1999 in England and Wales and 8 December 2014 in Scotland.
The 2022 Act imposes severe penalties for non-compliance, including civil sanctions (e.g., restrictions on registering or disposing of property/land) and criminal penalties (unlimited fines or imprisonment for up to 5 years).
The UK Government has published general guidance here:
Register an overseas entity and tell us about its beneficial owners – GOV.UK (www.gov.uk)
For further information relating to any changes connected to the introduction of the ROE or any concerns about what the changes may mean for your business, please contact us.
Katie Corrigan, Head of Real Estate
Keith Dinsmore, Head of Transaction Services
Natasha Edgecombe, Compliance Manager