Overseas Entities – not just registration

Why is this important?

Each overseas entity registered on the register of overseas entities must file an update statement at Companies House within 14 days of the anniversary of the overseas entity’s original registration. The update statement confirms that the information held by Companies House is correct and up to date. An update statement must be filed - even if nothing has changed.

Failure to register or update the registration of an overseas entity at Companies House when required could lead to:

• Financial penalties of up to £50,000 per property owned by the overseas entity
• A criminal conviction (for the Company and its officers) in the most serious cases
• Delays to transactions (due to restrictions registered at HM Land Registry)

due to the provisions of the Economic Crime (Transparency and Enforcement) Act 2022.

What should I do in relation to an Overseas Entity that owns property in the UK?

• Check whether the overseas entity already has an overseas entity ID number (and if not arrange registration as a matter of urgency)
• If the registration took place over a year ago (registrations were first possible in August 2022) or is coming up to one year old, arrange for the filing of the annual update statement.
• Most entities will be able to update online using an authentication code which may be requested via the Companies House website. Guidance on update statements is available here
• If the right person hasn’t received a reminder from Companies House check whether the e-mail address held for you is up to date

What else should I know?

• Verification checks must be carried out (no more than 3 months before the date of the update statement) by a UK-regulated agent on any information that you are changing, and on any new beneficial owners and managing officers that you are adding
• Beneficial owners have a month to respond to a notice requiring them to confirm information
• If you aren’t where you should be, note that Companies House say they will take a consistent and proportionate approach to enforcement focusing on offences where there has been persistent, repeated and wilful non-compliance
• Even if the overseas entity doesn’t own property in the UK, if it is anticipated that it will do in the future you should consider registering that entity on the register of overseas entities now to prevent potential delays to future real estate deals

Other relevant Eversheds Sutherland articles on the requirement to register on the Register of Overseas Entities:

Owning UK Land using foreign companies - time to act

Economic Crime (Transparency and Enforcement) Act 2022: corporate and property aspects

Economic Crime (Transparency and Enforcement) Act 2022: finance aspects

For more information about updating registration of an overseas entity contact: