UK Register of Overseas Entities – a year on – what do I need to know?
The Register of Overseas Entities (ROE) came into force on 1 August 2022 in the UK through the Economic Crime (Transparency and Enforcement) Act 2022 (the Act) requiring any overseas entity that holds land and/or property in the UK to register with the UK Companies House and publicly disclose details of its registrable beneficial owners and/or managing officers.
After the initial registration, overseas entities are required to file an Annual Update no more than 14 days after the registration anniversary each year. Entities are required to file the Annual Update even where there have been no changes to beneficial owners and/or managing officers.
I registered last year, when do I need to submit my Annual Update?
The annual update is due 12 months from the date of the initial registration and overseas entities will have 14 days to complete it.
Filings can be made ahead of the deadline – but if you file early the next renewal will be 12 months from the earlier date.
How do I file the Annual Update?
The update statement must be filed even if there have not been any changes to the overseas entity and its beneficial owners during the update period. This confirms that the information on the register is correct.
The overseas entity and/or their appointed UK Regulated Agents can use the Companies House online form to confirm the existing information. In order to file online you will need the authentication code.
The beneficial owners of the overseas entity have changed – how do I update the register?
Companies House expects updates to the ownership structure to be filed as part of the Annual Update process.
Where there have been changes to the beneficial owners or their filed particulars (name, address, etc) since registration new beneficial owner and managing officer details will need to be processed by the UK Verification Agent.
There’s a trust in my ownership structure – how do I renew?
If there is a trust in the structure, the Annual Update can only be done by a Verification Agent. The online form cannot be used, the completion of a paper form is required.
What if I don’t file the required Annual Update on time?
If the entity does not file its Annual Update the overseas entity ID will not be valid and you will not be able to buy, sell, transfer, lease or charge your property or land in the UK, the entity and its officers are committing a criminal offence and could be prosecuted or fined.
My entity is registered but it no longer owns a UK property – what do I need to do?
When an entity no longer holds a UK property or lease it does not have to be removed from the register, it could choose to stay on the register if it may acquire a new property for example.
It will be possible to apply to be removed from the Register, but Companies House are not currently ready to receive these applications. Companies House are developing their processes currently – we will be able to advise on the removal step plan once this is live.
I haven’t yet registered. What should I do?
Entities which have not yet registered will have received letters from Companies House, and letters have been sent to the property, reminding of the potential implications of non-compliance: the entities and officers are committing an offence, and there are financial penalties (daily fines of up to £2,500) and restrictions on buying, selling, transferring, leasing, or charging land or property in the UK.
How can Harneys help?
We can assist with the initial registrations and filing updates to ROE update or with if you have not already registered with Companies House.
Please contact your usual Harneys contact for more information or assistance.
