What is the Register of Overseas Entities?

The ROE is a public register held by Companies House showing the beneficial (actual) owners of UK property.

The ROE came into force on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022. Before the Act, a company owning property in the UK did not have to disclose who owned and controlled that company, enabling companies to disguise ownership.

Who does the Act apply to?

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

• 1 January 1999 in England and Wales
• 8 December 2014 in Scotland

Overseas entities only need to register land or property bought in Northern Ireland on or after 1 August 2022.

Overseas entities that disposed of land or property after 28 February 2022 will also need to give details of those dispositions.

An overseas entity under the Act means a legal entity that is governed by the law of a country or territory outside of the UK. A “legal entity” is defined as a body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed.

What must overseas entities do?

Overseas entities who already own or lease land or property in the UK must register with Companies House and inform them of their registerable beneficial owners and/or managing officers by 31 January 2023.

Overseas entities who intend to purchase or lease land or property in the UK must also register. If an overseas entity is not registered in the ROE, when it makes an application to register a qualifying registrable deed, such as a transfer, disposition or lease, to a UK land register, the application will be rejected.

Further to the above, any information supplied must then be updated annually.

Verification

Before supplying information, overseas entities will first need to have it verified. For the purposes of the Act, verification must be done on the basis of documents or information in either case obtained from a reliable source which is independent of the person whose identity is being verified.

Only the following categories of people are permitted to verify information:

• credit institutions and financial institutions
• auditors, insolvency practitioners, external accountants and tax advisers
• independent legal professionals
• trust or company service providers
• estate agents and letting agents

Further guidance relating to verification can be found on the Government website.

Failure to comply

There will be severe sanctions for those who do not comply. These sanctions include criminal sanctions (such as imprisonment), fines, restrictions on buying, selling, transferring, leasing or charging their land or property in the UK.

Conclusion

Overseas entities who already own or intend to own land or property in the UK should gather information of their beneficial owners and/or managing officers as soon as possible. This information must then be verified before being provided to Companies House.

Overseas entities that have disposed of, or will be disposing of, UK property from 28 February 2022 up to the registration deadline (31 January 2023), should obtain details of the beneficial owners and/or managing officers at the time of disposal as this will need to be reported in due course.

For further advice and guidance, please contact a member of our Commercial Property team.