This topic, in particular, is quite peculiar due to the fact that it comes from Company’s House meaning that it is for the UK, however, it pertains to overseas entities i.e anyone that is outside of the UK. If you deal solely with UK entities then this is just something to bear in mind, if you deal with any clients that are overseas including the Republic of Ireland then this is definitely something to pay attention to.
The Economic Crime (Transparency and Enforcement) Act 2022 brought in a number of changes such as sanctions against Russia and the Register of Overseas Entities.
The Register of Overseas Entities is a critical part of the government’s agenda to combat economic crime, whilst ensuring that the UK remains an attractive option for investment. This register was introduced on the 1st of August 2022 so it has not long been in existence and it is a fully digital register, meaning there is no option to file paper documentation.
This register applies to any company or similar legal entity that is governed by the law of a country or territory outside of the UK as well as individuals who have significant influence or control over the entity (for example, they are beneficial owners or those who hold twenty-five percent or more of the shares or voting rights). It does not apply to individuals who own property, such as someone living in Donegal that has a flat in London. However, if that person owned a property management company that owned that flat, the register would then apply.
The overseas entity is required to identify its beneficial owners, register with Companies House and update annually. This is going to tie into the land registry going forward. Any overseas entity is going to have to demonstrate that it is registered with Companies House and that it is complying with the requirements to update its information.
IDs will need to be verified by a “UK-supervised relevant person” and that refers to anybody who is a UK-based agent under the fifth Anti-Money Laundering Directive. Under that directive is accountants, financial institutes, auditors, tax advisors, legal professionals and anybody who essentially has to do a due diligence anti-money laundering check whenever they take on a new client.
This register went live on the 1st of August 2022 and entities have until the 31st of January 2023 to register and, update if necessary, all existing property holdings. If a property was purchased after the below dates, then it needs to comply to the register.
- 1 January 1999 – England and Wales
- 8 December 2014 – Scotland
- 1 August 2022 – NI
Additionally, you are now required to register land or property that you have disposed of after the 28th of February 2022 (apart from property in Northern Ireland).
Going forward, any overseas entity that purchases property within the UK will need to register with Companies House.