UK property - overseas entities must register and declare their beneficial owners

The Economic Crime (Transparency and Enforcement) Act 2022 became law on 1 August 2022. This legislation applies to Overseas entities (particularly Branches) – whether already registered at Companies House or not, and individuals based overseas that wish to buy, sell, or transfer UK property or land.

Overseas entities will need to register with Companies House who are their registrable beneficial owners or managing officers, by 31 January 2023.
This applies to overseas entities who bought property or land in England and Wales on or after 1 January 1999 (in Scotland from 8 December 2014).

Who has to register?

Beneficial owners

• an individual person
• another legal entity, such as a company
• a government or public authority
• a trustee of a trust
• a member of a firm that is not a legal person under its governing law

Who meet one or more of the following:

• holds, directly or indirectly, more than 25% of the shares in the entity
• holds, directly or indirectly, more than 25% of the voting rights in the entity
• holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
• has the right to exercise, or actually exercises, significant influence or control over the entity

Information required

The details about the overseas entity:

• name
• country it was formed in
• registered office address and correspondence address
• email address
• legal form and governing law
• public register it appears on and its registration number (if it has one)

Beneficial owner information:

• full name
• date of birth
• nationality
• correspondence address and home address
• date they became a beneficial owner for the overseas entity
• nature of control

If the entity has disposed of UK property or land since 28 February 2022, it will also need to disclose:

• the deed or title number of the land or property
• the date that the land or property was disposed of
• details of any additional beneficial owners or managing officers at the time

The implementing regulations also require that this information is verified by a UK-based agent who is supervised under the Money Laundering Regulations 2017 (e.g., an accountant or lawyer) before it is submitted in the registration process. While companies may carry out the registration process themselves, this new verification requirement will mean that it may well be simpler to ask a regulated agent to carry out the process for them once they have obtained all the relevant registration data.

Regulated Agent

To assist our clients, we have registered as a Regulated Agent. This will enable Ward Williams to certify that we checked the necessary paperwork, as part of the Registration and annual declaration process. It should be noted that the ID verification documentation checks must be made with reference to current information.

Failure of an overseas entity to register is a criminal offence, and the officers of the entity could face a fine and imprisonment.  Similarly, failure of beneficial owners to supply information can also be a criminal offence under UK law.

Further details can be found on Gov.uk site : Register an overseas entity and tell us about its beneficial owners - GOV.UK (www.gov.uk).

If you need help with registering as an overseas entity please contact Andrew Webb andrew.webb@wardwilliams.co.uk or Alanis Cooper alanis.cooper@wardwilliams.co.uk.