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Updating the Beneficial Ownership Information in the Register of Overseas Entities

By: Pushkala Sivaramakrishnan, COGENCY GLOBAL on Thu, Sep 07, 2023

What this is: On August 2, 2023, there were updates to the Economic Crime and Transparency Act and the Register of Overseas Entities (RoE) from the UK Companies House.

What this means: New guidelines have been posted for the annual updating requirements for Overseas Entities. Ensure you comply with these new rules, as failure to do so could be costly.

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     Summary of Changes: 

  • Overseas Entities must file yearly updates  
  • File an update even without ownership changes  
  • Failure to file an update leads to penalties  
  • Updates are due within a year with a 14-day submission window  
  • Provide info for new beneficial owners
  • Verification checks are required for new owners
  • Report if anyone ceases being a beneficial owner

In our last blog article on the subject, 5 Important Questions About New UK Requirements for Overseas Entities in the UK, we discussed the implementation of the new Economic Crime and Transparency Act and the setting up of a new RoE by the UK Companies House. We also discussed the effective date of this legislation, the applicability, the relevant information of beneficial owners of Overseas Entities required to be furnished, the manner of verification and submission and the requirement to update the information submitted annually.

As intended in the regulation, the HMRC Land Registry has since put in place measures to prevent registration/disposition/lease/transfers of UK property to or by Overseas Entities unless they have complied with the RoE registration requirements 

It is time to update the information of beneficial owners submitted to the Companies House for initial registration in the RoE. On August 2, 2023, the Companies House released guidance on the annual updating requirements for Overseas Entities.  

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New Guidelines for the Annual Updating Requirements for Overseas Entities 

  1. All Overseas Entities are required to file an update every year. It is possible to update it more than once a year, if circumstances require you to do so. 

  2. Even if there are no changes to the beneficial ownership for your Overseas Entity, you will still need to file an update.

  3. It is a criminal offense if you do not file an update. Your entity will face penalties and/or prosecution for failure to file an annual update. The Overseas Entity ID will no longer be valid and you won’t be able to transact until this annual update is filed and the record is up to date. 

  4. The annual update statement date is within a year of the date the Overseas Entity was registered, or within a year of your last update statement. You have 14 days from this date to submit the filing. 

  5. If someone has become the beneficial owner of the Overseas Entity, you will need to provide their information (similar to what was provided for the original beneficial owner during initial registration).

  6. Verification checks will need to be made for the new beneficial owners (or managing officers).

  7. If anyone has ceased to be the beneficial owner, this information must also be provided.  

Please remember to check the upcoming due date for filing the annual update for your Overseas Entity. There is a fee of £120 for filing the annual statement. If you need the assistance of a service company, remember to contact them at least 2 weeks in advance of the due date.  


Who does the Register of Entities mandate apply to? 

It will apply to all UK property transactions such as purchase, sale and long-term lease by Overseas Entities.   

An Overseas Entity is within the scope of the Register if it owns land purchased:  

  • In England and Wales on or after January 1, 1999
  • In Scotland on or after December 8, 2014 
  • In Northern Ireland on or after August 1, 2022   

There’s more to discover. Read our article, 5 Important Questions About New UK Requirements for Overseas Entities in the UK. 

What is HM Land Registry’s role? 
HM Land Registry is a non-ministerial government department that registers the ownership of land and property in England and Wales. It also maintains a reliable record of information about ownership of and interests affecting land and property. It also works in partnership with Companies House in ECTEA 2022 implementation. If you want to dive deeper into the subject, please view our free on-demand webinar, Overseas Entities Owning UK Real Property: Navigating the UK’s New Beneficial Ownership Compliance Requirements. 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: International Corporate Services, Corporate Transparency, U.K. Corporate Services