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Registering an Overseas Entity – Understanding the Registration of Overseas Entity

Registering an Overseas Entity – Understanding the Registration of Overseas Entity

Registering an Overseas Entity – Understanding the Registration of Overseas Entity

Want to know about “registering an overseas entity” in the UK? This guide explains the process, the information required and the importance of transparency under the Economic Crime Act. You’ll also learn about UK regulated agents and what happens if you don’t comply with the overseas entity registration requirements.

Key Points for Registration of Overseas Entity

  • The Register of Overseas Entities (ROE) was launched on 1 August 2022 to increase transparency and combat global economic crime by identifying the beneficial owners or managing officers of overseas entities owning UK property.
  • Overseas entities, defined as legal entities governed by laws outside the UK including non-UK companies, LLPs, foreign foundations and partnerships must provide detailed information for registration and undergo verification checks by UK regulated agents. An exempt overseas entity, however, may have different compliance duties and exemptions impacting property ownership.
  • Non-compliance with ROE requirements can result in severe legal consequences including fines, imprisonment and restrictions on property transactions so entities must keep accurate records and file annual update statements.

Register of Overseas Entities

The ROE was launched with great pomp on 1 August 2022 as part of the Economic Crime (Transparency and Enforcement) Act 2022 and is a big stick in the fight against global economic crime. Its creation means we can peel back the layers of ownership and know who the beneficial owners or managing officers are of overseas entities with a Qualifying Estate in the land registry – be it a London mansion or a Birmingham office block.

Registered overseas entities must comply with registration and updating requirements, receiving an ‘overseas entity ID’ from Companies House. Non-compliance can lead to criminal and financial penalties for the overseas entities and their officers.

This isn’t just a register; it’s a tool to combat global economic crime, money laundering and other illicit activities by shining a light on the individuals behind the corporate veil.

Definition of an Overseas Entity

At the heart of this is a simple question: what is an overseas entity? It’s not as easy as it sounds. An overseas entity is:

  • a legal entity governed by the law of a country or territory outside the UK
  • non-UK companies
  • LLPs
  • foreign foundations
  • non-UK partnerships with a separate legal personality.

Whether in a Shanghai skyscraper or a European village, these entities must register if they want to own or transact with UK property.

Beneficial Owners

Who are the power brokers in these overseas entities? Identifying the registrable beneficial owners is like revealing the people behind the curtain. These are not just PR figures; they are individuals or entities with significant influence or control, holding more than 25% of the shares or voting rights or who can appoint or dismiss a majority of the board of directors. The rules are clear: if you have that kind of influence you’re a registrable beneficial owner and must be disclosed as such.

From behind the corporate veil these individuals, legal entities, government bodies, trustees or firm members must come out into the open and show who has significant control over the overseas entity.

Registration Process

Registering is a detailed and deliberate process. It’s not a formality but a rigorous exercise in transparency with detailed information checked through verification checks by UK regulated agents.

Each step from naming the entity to confirming its legal form is a piece of the jigsaw that when completed gives a full picture of the entity’s structure and governance.

Information from Overseas Entities

What information must an overseas entity disclose? At the heart of the registration process is a data pack that includes:

  • Entity name
  • Country of incorporation
  • Governance snapshot (registered office address, legal form and the laws that govern it)
  • Correspondence address
  • Email for official communications
  • Is it on a public register
  • Registration number

This gives a full picture for regulators and the public.

UK Regulated Agents

This isn’t a solo journey; UK regulated agents are the navigators, steering the entity through the verification waters with precision and care. These agents carry the responsibility of ensuring the information provided is accurate and up-to-date with checks that must be no more than 3 months old at the time of registration.

The agents with an agent assurance code from Companies House become the guardians of compliance, confirming they are authorised to file verification checks for the overseas entity. It’s a team effort with law firms and compliance officers working together to have internal procedures in place to ensure verification is not just a tick box exercise but a thorough and critical review of the entity’s credentials.

Annual Update Statement

The ROE doesn’t stop at registration; it requires ongoing attention. Each registered overseas entity must file an annual update statement, a statement of confirmation or correction to ensure the information on the register is up to date. The clock is ticking and within 14 days of the anniversary of their registration date entities must act or face the consequences.

Missing a deadline not only damages your compliance record but can invalidate the overseas entity ID—a serious penalty for those who are not vigilant and could be a criminal offence.

Non-Compliance Consequences

The ROE is not a paper tiger; it has teeth and will bite. Non-compliance can lead to entities into a prickly patch of legal consequences including fines, imprisonment or a block on their property transactions. Making false statements has its own set of consequences and could lead to criminal prosecution with penalties that could confine more than just your freedom to trade.

Companies House will escalate serious cases to The Insolvency Service and law enforcement agencies and will make it clear the stakes are high and the ROE is unforgiving.

Property Transactions

The ROE has a long reach into the world of property transactions. Overseas entities looking to buy, sell or transfer property or land in the UK must first get an Overseas Entity ID by registering with Companies House.

The net is cast wider for entities with past transactions; those who have previously acquired or disposed of property on specific dates and in specific jurisdictions are caught in the ROE’s net and must register to prove their ownership or to document past dealings.

Changes to the ROE Regime

But like any good system the ROE isn’t fixed; it’s evolving and improving. Recent proposals will broaden the definition of beneficial owner to include nominees who act on behalf of the true owners in property matters and will tighten the net around secret arrangements.

The changes will also require more information for registration so entities acting as trustees and holding UK land will be fully documented and leave no stone unturned in the pursuit of transparency.

Practical Tips

The path to compliance is clear if you tread carefully. Overseas entities must keep an eye on their information, use UK regulated agents for verification and stay up to date with the ROE requirements. Professional advisors like HFW are here to guide entities through the obligations and ensure the steps you take today will protect against tomorrow.


In the complex dance of international property ownership the ROE is a key partner, guiding entities through the compliance maze. From the initial registration to the annual updates each step is a demonstration of the UK’s commitment to tackling economic crime.

We’ve walked through beneficial ownership, registration and the consequences of non-compliance and the message is clear: transparency is not optional. It’s the foundation upon which legitimate transactions are built and the shield against the ghosts of illegal activity. Let this be a call to action for overseas entities and their advisors to take the ROE seriously and make integrity and accountability more than just words but the bedrock of international property.

FAQs on Registering an Overseas Entity

What is the ROE for?

The ROE is to increase transparency in UK property ownership, tackle money laundering and have a public record of beneficial owners of overseas entities owning UK property.

Who is a registrable beneficial owner?

A registrable beneficial owner is an individual or entity with significant influence or control over an overseas entity that meets certain criteria such as shareholding or board appointment rights.

What happens if an overseas entity doesn’t comply with the ROE?

Non-compliance with the ROE can result in fines, imprisonment, property transaction restrictions and criminal prosecution.

How does the ROE impact property transactions for overseas entities?

The ROE impacts property transactions for overseas entities by requiring them to register with Companies House and get an Overseas Entity ID to do property transactions in the UK. If they don’t they will be restricted from doing so.

What are the changes to the ROE?

The changes to the ROE will broaden the definition of beneficial owner and require more information for registration.