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https://companieshouse.blog.gov.uk/2022/06/23/register-of-overseas-entities-a-progress-update/

Explaining the secondary legislation for the Register of Overseas Entities - part 1

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This blog post has been updated. We intend to launch the Register of Overseas Entities on 1 August 2022.

In our joint blog post with the UK land registries published in April, we gave an update on the progress of the Register of Overseas Entities and promised to keep you informed.

Under the new Economic Crime (Transparency and Enforcement) Act, a new Register of Overseas Entities is being created and will be held by Companies House. This new register forms part of the government’s strategy to combat economic crime, while making sure that legitimate businesses continue to see the UK as a great place to invest.

The new register will require overseas entities that own UK land or property to declare their beneficial owners or managing officers. There will be severe sanctions for those who do not comply, including restrictions on buying, selling, transferring, leasing or charging their land or property in the UK.

Register of Overseas Entities

Secondary legislation

We’ve reached a significant milestone as a statutory instrument (SI) has been laid in Parliament. SIs are a form of legislation which provide the practical measures needed for the Act to come into force, and they’re often referred to as secondary legislation.

The statutory instrument covers the following topics:

  • Electronic delivery of documents
  • Protection of information
  • Registrable beneficial owners

Electronic delivery of documents

The secondary legislation confirms that the Register of Overseas Entities will be a digital service. The new register will launch on GOV.UK this summer, and entities and their agents will be required to register online. We’ve been working at pace over the last few months to make sure the service is as effective as possible. We’ve also been conducting user research with individuals affected by the legislation to test the new service.

Protection of information

As we confirmed in our last blog post, the name of the overseas entity and its beneficial owners will be publicly available on the Find and update company information service once their registration has been accepted. However, the secondary legislation published today confirms that individuals will be able to protect their information from public disclosure under certain circumstances.

Individuals can apply to protect their information if they believe the activities of their overseas entity, or the characteristics or personal attributes of the individual when associated with that overseas entity, will put them or the people living with them at serious risk of violence or intimidation.

The application process will be similar to the process currently in place for company directors,  LLP members and PSCs, and more information will follow on this in due course.

Registrable beneficial owners

The secondary legislation states that overseas entities must declare their beneficial owners under the Economic Crime (Transparency and Enforcement) Act if that beneficial owner:

  • is a legal entity governed by the law of a country or territory outside the UK
  • provides trust services (acts as a trustee of a trust, or a similar legal arrangement); and
  • if the provision of trust services is regulated in that country or territory by a supervisory authority

Next steps

Work on the new register is progressing incredibly quickly. Two further sets of secondary legislation will be published soon, plus a commencement order which will confirm the start date for the new register. We intend to launch the Register of Overseas Entities on 1 August 2022.

If you’re affected by this legislation, or your clients are affected, we urge you to get ready and to start gathering the information you’ll need to register on the new Register of Overseas Entities.

Once the register is live, overseas entities who already own land or property in England, Wales and Scotland will be given 6 months to register their beneficial owners or managing officers. In Northern Ireland, the Act applies to land or property bought from the day the register comes into effect.

Any new purchasers will need to register with Companies House from the day the register comes into effect. Overseas entities that are planning to purchase UK land or property over the summer should start planning for this requirement. Once the register is live, you will need to register with Companies House before applying to register your land purchase with one of the UK land registries.

We’re continuing to work closely with our key stakeholders to make sure they’re actively involved with the progress of the new register, and we’ll publish another update as soon as we have more information to share. We’ll also publish guidance on GOV.UK over the coming weeks to explain more about the process.

For up to date information, email us if you’d like to be added to our stakeholder distribution list.

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7 comments

  1. Comment by George Davies posted on

    Registrable beneficial owners (entities) is this in addition to the individuals or as a replacement for them?

    • Replies to George Davies>

      Comment by Jonathan Moyle - Digital Content Manager posted on

      Hi George, thanks for your comment.

      If you mean, do they need to register both individual beneficial owners and entities that are a beneficial owner - the answer is yes.

      But if you're asking, if the beneficial owner is an entity whether they need to provide details of the beneficial owners of that entity - then the answer is no.

      I hope this information answers your question. Thanks for reading our blog.

  2. Comment by John Samson posted on

    This answer is confusing.
    It appears that where an overseas individual owns UK land, there is no need to register.
    Where an overseas "entity" owns UK land, it must register.
    Where the overseas entity has beneficial owners, then the beneficial owners must appear in the register (via the registration of the entity)
    The comment " if the beneficial owner is an entity whether they need to provide details of the beneficial owners of that entity - then the answer is no." is ambiguous (or just wrong!). Surely, where any overseas beneficial owner (being an entity or an individual) is involved via an overseas entity (which is the owner) all beneficial owners (who meet the threshold 25% share) must appear in the register?

  3. Comment by J Gore posted on

    Good morning, does the Government consider that beneficial ownership information already provided to the BVI FSA under their Beneficial Ownership Secure Search System (BOSS System) and register to be equivalent to the UK Register of Overseas Entities? If so what needs to be done on the UK Register of Overseas Entities for the companies already recorded under BOSSs? Thank you.

  4. Comment by Sadie-Michaela Harris posted on

    Is anything happening in respect of persons from other countries setting up a UK LTD company and giving an address which they have no connection to and no authority to use as the company registered offices in the UK?

  5. Comment by T Smith posted on

    Where a property is held by an overseas trust, that is controlled by overseas companies (i.e. corporate trustees), will the corporate trustee companies be required to register given Trust's lack a legal personality

  6. Comment by Claire posted on

    The blog above talks about registrable beneficial owners and gives a three-bullet point definition. However, this doesn't match the definition given in the legislation, which is much wider.
    The blog above implies that the RBOs are restricted to legal entities acting as trusts etc. The legislation is much wider and includes individuals etc.
    Can you please confirm which is the correct understanding?