Overseas Entities Can Now Apply for Removal from the UK Register

Thousands of foreign entities have been registered at Companies House since August 2022 to comply with new UK transparency obligations for land ownership. Under the Economic Crime (Transparency and Enforcement) Act 2022, any foreign company that holds land or property in the UK is obliged to register on the Register of Overseas Entities (ROE) and disclose its beneficial owners.

But what happens when you've sold the property? Or no longer wish to invest in UK property?

From 17 April 2024, Companies House introduced a deregistration procedure that allows entities no longer owning property in the UK and intending not to purchase any in the future to deregister from the ROE UK.

Here is an overview of the new rules, how they work, and what to do if you wish to strike an overseas entity off the UK register.

Why Would You Deregister from the Register of Overseas Entities (ROE) UK?

If your overseas entity has divested all its UK property and has clear intentions about not buying any property in the future, then you can deregister from the ROE UK. But staying on the register means:

Deregistration from the ROE waives these obligations, but you must meet all the requirements before submitting your application for deregistration.

Who Can Apply to Be Struck Off the UK Register?

Your overseas company must:

Step-by-Step: How to Remove an Overseas Entity from the UK Register

Let’s learn the process to deregister from the ROE UK:

Step 1: Confirm Disposal Has Been Updated in HMLR

Before proceeding, such as applying to deregister an overseas body or finalising your records, you need to ensure that the UK Land Registry has processed and updated the title to reflect the sale of the property.

How Do You Do It?

Search the property title on the Land Registry's online services. If your entity is still listed as the registered proprietor, then the disposal has not yet been registered.

How Long Does It Take for the Land Registry to Finalise the Update of the Title After a Sale?

The Land Registry typically updates titles between 4 and 8 weeks after the solicitor has lodged a property transaction. Delays are standard, especially where:

What If It's Taking Too Long?

You can request that your conveyancer or solicitor follow up with the Land Registry to check on the progress. They will also be able to provide you with the application reference number, allowing you to track your progress.

Only after your entity is removed from the title will you be able to deregister from the UK ROE or confirm to HMRC that the UK asset has been disposed of.

Step 2: Review Your Entity’s Records

Then confirm that all the record information is current and accurate. This includes your beneficial owners, managing officers, registered office address, and contact details. Any outdated or incorrect information could delay or invalidate your removal application.

Step 3: Check Whether Verification Is Necessary

Verification checks are required for any changes made to existing information and for the addition of new beneficial owners or managing officers that were made before deregistration. An ROE-authorised agent must verify changes made even before the day of deregistration. If there are no updates or changes to the information, verification checks are not necessary before applying to remove the overseas entity.

Verification checks in the event of any changes must be processed through an ROE-authorised agent. Many people may miss this important criterion.

Step 4: File with Companies House

Once you've confirmed the above, you can apply online via the Companies House portal. When you apply, ensure you have the following documents and details readily available.

What Happens After Removal

If your application is approved, your overseas entity will be removed from the UK register, and your Overseas Entity ID will be revoked.

You will not be able to buy, sell, or rent UK property in that entity unless you re-register.

Your public register will still display your historic filings, meaning removal doesn't erase your landmark information.

If you plan to invest in UK property again at some point in the future, please note that re-registering may incur additional costs and create an administrative burden. Hence, before opting for de-registration, please ensure that there are no plans to acquire UK land or property.

Common Traps When Filing an Application

We've already heard of a few applications being refused due to small errors. The following are some of the most common errors:

We're Here to Support You Through Deregistration

UK Property Accountants have been assisting international investors through every stage of the ROE compliance process—from registration and affirmation through to the removal of overseas entities from the UK register.

We can:

• Check whether your entity qualifies for deregistration
• Check your Companies House records
• Deal with your verification (if required)
• Liaise with the Land Registry and Companies House
• Complete and submit your deregistration application correctly and efficiently

Avoid rejection or unnecessary delays. Let our experts work through the entire process on your behalf.

Conclusion

The ability to remove an overseas entity from the UK register is a welcome development for property investors who have exited the UK market. But the process is far from automatic, and errors can be costly.

If you plan to deregister, take the time to ensure you have met all the legal requirements and seek help if you are unsure about any aspect of the process.