As of the 31st January 2023, all Overseas Entities which own property in England and Wales need to be registered at Companies House.

What is an Overseas Entity?

An Overseas Entity is defined as any “legal entity” governed by the law of a country outside of the UK including Jersey, Guernsey and the Isle of Man. Legal entities include companies, partnerships, corporations sole, governments and public authorities.

All Land Registry title registers which have Overseas Entities as registered proprietors have had a restriction placed on the title by the Land Registry stating “After 31 January 2023 no disposition within section 27(2)(a), (b)(i) or (f) of the Land Registration Act 2002 is to be completed by registration unless one of the provisions in paragraph 3(2)(a)-(f) of schedule 4A to that Act applies.”

As of 1st February 2023, an Overseas Entity ID will be required in all cases when dealing with properties that are owned by Overseas Entities e.g. sales, purchases, leases, charges and acquisitions. The Overseas Entity ID must be provided at the time of the Land Registry application, or the Land Registry will reject the application. A restriction will also appear on the title to state that the property is owned or leased by an Overseas Entity.

To apply for an Overseas Entity ID the Overseas Entity must appoint a ‘verified agent’ to complete the application process on Companies House. The agent will then verify the ID of the registered beneficial owners and with the help of the client answer the questions raised by Companies House relating to the Overseas Entity.

Failure to register an Overseas Entity or update will mean:

• That the Entity will be unable to register as a proprietor of an estate at the Land Registry.

• That the Entity will be unable to either transfer a qualifying estate, grant a lease of it for more than 7 years or create a charge over it.

• Both the Overseas Entity and every officer of the Overseas Entity commit an offence.

• Potential daily fine of £2500, plus up to 5 years in prison.

There is a duty to update the register of Overseas Entities annually. Even if there has been no change all information must be re-verified and an annual registration fee of £100 must be paid to Companies House.

Next Steps

If you are the officer of an Overseas Entity, it is essential that an application for an Overseas Entity ID is made as soon as possible. It is unlikely that criminal action will be brought immediately after 31st January 2023 where the Overseas Entity has shown that it has made an effort to comply, although there have been no guarantees as to how Companies House will enforce the new rules.

Key dates

Registration of overseas entities

1 August 2022 – The Economic Crime (Transparency and Enforcement) Act came into force.

1 August 2022 – New Land Registry forms were made available.

5th September 2022 – Schedule 4A Land Registration Act 2022 came into force.

31January 2023 – Registration of Overseas Entity must be completed.

1August 2024 – 15-month grace period using old Land Registry forms ends.