Registration of Overseas Entities (ROE) has been introduced by Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022) and the Register of Overseas Entities (Verification and Provision of Information) Regulations 2022.

The ROE regime has introduced a new register to capture information about beneficial ownership of overseas entities that own UK land. The Act sets out that an overseas entity that owns land in scope or wishes to own land in the UK must register with Companies House.

It 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

Registration applies to overseas entities who bought property or land on or after:

  • 1 January 1999 in England and Wales
  • 8 December 2014 in Scotland
  • 1 August 2022 in Northern Ireland

“Overseas entity” means a legal entity that is governed by the law of a country or territory outside the United Kingdom. United Kingdom comprises England, Scotland, Wales and Northern Ireland. Therefore, if an entity is established in the Isle of Man, Guernsey, Jersey, etc then it is considered to be a foreign entity for registration purposes.

Overseas entities buying property in the UK must register the beneficial owners on the ROE before they can apply to HM Land Registry to become the registered owners. The onus is on overseas entities to provide the documents and information, or to direct relevant persons as to reliable, independent sources where the information can be found.

The Register has been established to increase transparency in the ownership of overseas entities that own UK land. Organised crime has previously used the anonymity of opaque corporate structures to invest in UK land and remain largely invisible. Those who own and control such entities must now be identified. This will help to expose those engaging in criminal activity and allow the appropriate action to be taken, while making sure that legitimate businesses continue to see the UK as a great place in which to invest.

As part of the registration process, overseas entities are required to disclose information about their beneficial owner(s) (if any) and/ or managing officer(s) to Companies House. This information will be held on the Register and the overseas entity must update this information annually.

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