The Register of Overseas Entities (“ROE”) has been well publicised. Overseas entities need to look back, think and plan ahead to meet the looming registration deadlines on 31 January 2023. Companies House has issued further reminder letters.

Our last Insight on the ROE detailed the new register and transparency regime relating to the ownership or control of an overseas entity which owns or leases UK property including property in Scotland. Further details are also in our handy guide.

Looking back: Review your property portfolio. Work out whether you have any relevant interest(s) in property in the UK, including Scottish property. You may own or lease properties which fall outwith the criteria. Only by appraising your property interests will you be able to figure out if registration in the ROE is triggered. We can help with this review.

Think: How are your entities structured? Identify any registrable beneficial owner(s) or managing officers. Compile all the necessary information you will need for the various notification and verification procedures.

Planning ahead: Ahead of making your application to the ROE, verifying the information to be submitted is key. It can be time consuming, so it’s important to plan ahead and start the process as soon as possible. Companies House has a useful blog advising why the verification process for the Register of Overseas Entities means that you should act now. Companies House also has a list of UK-regulated agents to verify information for an overseas entity.

New regulations (the Register of Overseas Entities (Verification and Provision of Information) (Amendment) Regulations 2022) come into force on 12 January. These make some changes to practical issues around verification and the provision of information to Companies House.

31 January 2023 is the deadline for initial registration.  If you are an Overseas Entity who currently owns or leases qualifying property, you have until then to complete the ROE registration. Any Overseas Entities buying, leasing or granting security over property must register before completing the transaction. From 31 January 2023, only registered Overseas Entities will be able to sell their property.

What if you fail to register on time? As well as criminal sanctions for both the entity and its officers, there are transactional consequences. Failure to register will mean that the additional land registration requirements essentially act as a prohibition on certain dealings with property as a result of not being able register a security (charge), a disposition (conveyance) or a lease with the relevant land registry. This will have a direct impact on sales, purchases and taking security of any land or property in the UK. Transactions will not complete until the Overseas Entity obtains their registration ID number.

Burness Paull is not a UK-regulated agent, nor do we provide application services for the ROE. We can however provide legal advice on the new requirements and how they might impact your current property portfolio or transactions.

Please get in touch if you would like more information, or if you need help navigating your way through the new requirements.

This is a brief summary and is for information only. It is not legal advice and should not be relied upon.

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