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Removing an Overseas Entity – A Complete Guide

Published by UK Property Accountants
Published Date: April 12, 2024

The Register of Overseas Entities (ROE) plays a pivotal role in the government's efforts to increase transparency in the ownership of overseas entities that own UK land or property. It mandates that overseas entities possessing UK property or land disclose their beneficial owners or managing officers.

Without registration with Companies House, overseas entities are prohibited from engaging in transactions such as buying, selling, transferring, leasing, or charging land in the UK. Further, the overseas entities are required to file an annual update statement every year, even if there have not been any changes to the overseas entity and its beneficial owners.

Introduction

An overseas entity that no longer is a registered owner of land or property in the UK shall apply for removal from the Register of Overseas Entities.

Introduction to Removal of Overseas Entity

Deregistering an Overseas Entity with Companies House in the UK involves several crucial steps to ensure compliance and successful processing. We will provide you with a detailed guide on the necessary preparations and procedures to follow before applying online for deregistration.

Before You Apply Online

Before initiating the deregistration process online, it's essential to complete certain prerequisites to streamline the process and avoid potential complications. Here's what you need to do:

Dispose of All UK Property

Ensure that the overseas entity has disposed of all property in the UK and that it is not listed on the land register. Companies House will cross-check with all three UK land registries before processing the application. If the entity is still listed as holding interests in UK property or land, the application will be rejected, and the fee will not be refunded.

Obtain Authentication Code

Have the authentication code ready, as it's required to make the deregistration application. If you don't have the code, you can request it by searching for the overseas entity on the Companies House register and selecting the option to 'Request an authentication code.' The code will be sent to the registered email address on record for the overseas entity.

Information You Need to Provide

Up-to-Date Information of The Overseas Entity

The overseas entity must ensure that any changes or updates to its profile, beneficial owners, or managing officers are reported up to the date when the application for removal is submitted.

As a part of the application Companies House will ask for verification of the information they hold and update anything that has changed.

Any changes to be reported to Companies House must be verified by a UK-regulated Agent.

Addition of Registrable Beneficial Owner or Managing Officer

If any new beneficial owners or managing officers have been added since the last annual update statement or the date of registration, it's essential to furnish their details. Depending on whether the beneficial owner is an individual, another legal entity, or a government or public authority, specific information needs to be provided.

For further insights into adding beneficial owners, delve into our article "Filing an Annual Update Statement of Overseas Registration - A Complete Guide".

If Someone has Ceased to be a Beneficial Owner

If an individual is no longer considered a registrable beneficial owner or managing officer, you are required to provide a date when they stopped being a beneficial owner or Managing officer.

Additionally, if there are any individuals who both became and ceased to be registrable beneficial owners during the reporting period, it's necessary to provide accurate information about them as of the date they stopped being one. If there are no active beneficial owners, please provide information about each managing officer.

Verification of Information

Verification checks are required for any changes made to existing information and for any new beneficial owners or managing officers being added. If there are no updates or changes to the information, verification checks are not necessary before applying to remove the overseas entity.

Understand Public Disclosure

Recognise that even after the entity is removed as an active registered owner, information about the overseas entity and its beneficial owners will still be displayed on the public register. This transparency requirement ensures that relevant information remains accessible to interested parties.

Process of Deregistration

Once you've completed the necessary preparations, you can proceed with the online application for deregistration. Follow these steps:

Access the Companies House Portal

Log in to the Companies House online portal using your login credentials.

Fill Out the Deregistration Form

Complete the deregistration form accurately, providing all required details about the overseas entity. Ensure that the information is up-to-date and matches the records held by Companies House. Report if there are any changes to information about the overseas entity and its beneficial owners or managing officers up to the date of submission of application for removal.

Pay Deregistration Fee

Pay the applicable fee for deregistration using the payment options available on the portal. The fee to remove an overseas entity is £400 until 1 May, when it increases to £706. Ensure timely payment to avoid delays in processing.

Await Confirmation

Once the application is submitted, await confirmation from Companies House. This may take some time as the application undergoes review and verification.

Conclusion

Once an overseas entity has been removed, its Overseas Entity ID will no longer be valid. This means it will not be able to buy, sell, transfer, lease or charge its property or land in the UK. Deregistering an overseas entity with Companies House requires careful planning, adherence to legal requirements, and effective utilisation of resources.

By following the steps outlined in this guide and ensuring compliance with regulatory obligations, entities can navigate the deregistration process smoothly and achieve successful outcomes.

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