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Key Terminologies for Registration of Overseas Entities

Published by Prerana
Posted Date: June 25, 2024 , Modified Date: June 25, 2024

Registration of Overseas Entities (ROE), as the name suggests, is the requirement for overseas entity wanting to buy property in the UK to register with the Companies House. Any overseas entity thinking of buying a property in the UK needs to register themselves and fulfil certain requirements under the ROE regime.

So, it might be pertinent to understand some key terminologies related to ROE such as beneficial owners, annual updates, and more. Also, non-compliance with the ROE can lead to various consequences, which may escalate in severity rapidly.

What is Registration of Overseas Entity?

The Registration of Overseas Entity (ROE) was introduced by the Companies House according to the Economic Crime (Transparency and Enforcement) Act 2022. Any legal entity, such as a company, partnership, or any other organisation outside the territory of the UK, is known as an overseas entity. In addition, any overseas entities that acquire land or property in the UK should register for ROE.

Overseas Entity Registration

Without registering for ROE with Companies House, overseas entities will not be able to buy, sell or transfer properties or land in the UK. The overseas entity needs to register with the following information:

  • Name of the company or organisation
  • Country of formation
  • Registered office address and correspondence address
  • Legal form and governing law
  • Email address
  • Public Register and its registration number (if applicable)

Other than the information about the organisation, the entity must also disclose the beneficial owner and many more details.

Who is a Beneficial Owner?

A beneficial owner can be an individual, company, public authority, or trustee who has significant control over the entity. Additionally, the beneficial owner can be a member of a firm who is not a legal person, such as a partner in a partnership. You can be a beneficial owner of an overseas entity if you directly or indirectly:

  • Hold more than 25% of the shares
  • Hold more than 25% of the voting rights
  • Hold the right to appoint or remove majority members of the board of directors
  • Hold the right to exercise significant control over the entity

You may also need to provide the details of the managing officers of the overseas entity.

Who is a Managing Officer?

In case no beneficial owners are identified, overseas entities are required to provide information about the managing officers. The managing officers could be the director, manager, or company secretary of the overseas entity.

Here are details of the managing officer that you must provide according to their type.

Managing Officer (Individual)

Managing Officer (Corporate)

  •  Full name
  • Nationality
  • Date of birth
  • Home and Correspondence Address
  • Occupation
  •  Roles and Responsibilities
  • Name
  • Legal form and governing law
  • Office and correspondence address
  • Registration number
  •  Roles and Responsibilities

What is an Annual Update?

An Annual Update is an update statement that the overseas entity must file every year to the ROE. The statement helps to highlight any changes to the organisational structure of the overseas entity. However, the statement must be submitted even if there are no changes to the overseas entity and its beneficial owners or managing officers.

You must update any changes of beneficial owners or managing officers as well as any other changes in the company. These changes must be verified with a UK-regulated agent no more than 3 months before the date of submission.

When to File an Annual Update?

The update statement must be filed every year or within a year of the date your company was registered as an ROE. In addition, the update statement must be filed 14 days from the last statement date. After the 14-day mark, your annual update statement will be considered late. You get information about your update statement due through the Companies House Register.

Not filing or late filing your annual update statement will have consequences of their own. Here is what happens if you are late or do not file the annual update statement:

  • Your overseas entity ID will be invalid, so you or your company will not be able to buy, sell or transfer property and land in the UK.
  • You will be committing a criminal offence which you could be prosecuted or fined for.
  • Your public record will have a note saying your update statement has not been filed.

So, it is crucial to stay on top of filing the annual update statements before the deadline to run your overseas entity smoothly in the UK.

What is a Verification Check?

Verification checks need to be carried out by the UK-regulated agent on the beneficial owners and managing officers before the overseas entity is registered. The agent must provide a verification check statement and their agent assurance code to ensure that the verification checks have been completed.

The verification check must be completed no more than 3 months before the overseas entity is registered.

UK-regulated Agents

If you are anyone who works at or on behalf of the overseas entity, you can register for ROE. However, the process will be much smoother and quicker if you register for an overseas entity with the same UK-regulated agent that carried out the verification checks.

Here is the UK-regulated agent information that you need to submit:

  • Name
  • Email address
  • Correspondence address
  • Supervisory body
  • Anti-Money Laundering number (optional)
  • Date of verification check completion
  • Agent assurance code

Here at UK Property Accountants, we have a team of legal experts who can help you through the process of registration of your overseas entity as well as file an annual update.

Conclusion

Registration of Overseas Entity (ROE) is a special type of statement that allows the UK government to keep tabs on any foreign entities trying to buy, sell, or transfer property and land in the UK. The overseas entity must register for ROE to conduct business in the country. They must disclose information about the company owners, beneficial owners, managing officers, and many more. Also, an annual update must be filed every year to the last date of registration.

The overseas entity registration statement and the annual update statement must be verified by a UK-regulated agent before submission. After filing the statement, the overseas entity will receive a valid ID that helps to buy, sell, or transfer property and land in the UK.

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