The UK government launched its Register of Overseas Entities (ROE) in a move to improve the UK’s transparency and anti-corruption measures from overseas entities.
This initiative allows the government to track the ownership of assets with the UK property market, by ensuring that ownership cannot be hidden behind chains of shell companies.
The ROE came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022 (the Act).
Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and disclose who their registerable beneficial owners or managing officers are.
This disclosure obligation will also apply retrospectively to overseas entities who bought property or land on or after 1 January 1999 in England and Wales (8 December 2014 in Scotland).
These overseas entities will need to register with Companies House and tell them who their registerable beneficial owners or managing officers are by 31 January 2023.
Overseas entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal.
After registering, the overseas entity will get a unique Overseas Entity ID to provide to the Land Registry when it buys, sells, transfers, leases or charges UK property or land.
The registered information would have to be re-verified and, if needed, updated annually at Companies House.
Beneficial Owner
A beneficial owner is any individual or entity that has significant influence or control over the overseas entity. It can be:
• an individual person;
• another legal entity, such as a company;
• a government or public authority;
• a trustee of a trust; or
• a member of a firm that is not a legal person under its governing law.
Each beneficial owner must be verified for anti-money laundering purposes and registered with Companies House.
Penalties
If you do not comply with the Act, you could be fined up to £2,500 per day or go to prison for up to 5 years. You’ll also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.
Verification Checks
A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered. It will need to provide an agent assurance code and an overseas entity verification checks statement to confirm that it has done this.
UK-regulated agent
ebl miller rosenfalck is registered as a UK-Regulated Agent Status with Companies House. This means that we can undertake the registration and annual re-verification on your behalf.
Fees
• Verification and Registration Service: From £1,100
• Annual verification: £500
• Companies House fees: £100 per registration.
All fees are exclusive of VAT. Fees are accurate as at the date of quote but are subject to review without notice.
The material contained in this guide is provided for general purposes only and does not constitute legal or other professional advice. Appropriate legal advice should be sought for specific circumstances and before action is taken.
© Miller Rosenfalck LLP, November 2022
