Guidance

Register an overseas entity and its beneficial owners

How to register an overseas entity and its beneficial owners or managing officers, so it can buy, sell or transfer property or land in the UK.

From:
Companies House
Published
25 July 2022
Last updated
29 January 2024 — See all updates

What the Register of Overseas Entities is

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022.

Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and tell us who their registrable beneficial owners or managing officers are.

This also applies retrospectively to overseas entities who bought property or land on or after:

  • 1 January 1999 in England and Wales
  • 8 December 2014 in Scotland

These overseas entities had to register with Companies House and tell us who their registrable beneficial owners or managing officers are by 31 January 2023.

Overseas entities only need to register property or land bought in Northern Ireland on or after 5 September 2022.

Entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal. If you disposed of your UK property but have recently been contacted by Companies House, you may need to check your records.

After registering, the overseas entity will get a unique Overseas Entity ID to give to the land registry when it buys, sells, transfers, leases or charges UK property or land.

This will lead to more transparency, which will allow law enforcement agencies to investigate suspicious wealth more effectively.

If you do not comply with the Act, you could get a fine, a prison sentence or both. You’ll also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.

Read the guidance from HM Land Registry (England and Wales) and Registers of Scotland for more information on how to update the land register with your Overseas Entity ID.

What an overseas entity is

This is a legal entity, such as a company or other organisation, that has legal personality and is governed by the law of a country or territory outside the UK. The Republic of Ireland is an overseas jurisdiction for the Register of Overseas Entities.

Read the Register of Overseas Entities: guidance on registration and verification.

What a beneficial owner is

A beneficial owner is any individual or entity that has significant influence or control over the overseas entity. It can be:

  • 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

You must register any beneficial owner that meets one or more of the following conditions known as the ‘natures of control’.

The beneficial owner is an individual person, other legal entity, government or public authority and:

  • 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

The beneficial owner is a trustee of a trust and:

  • the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
  • the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
  • the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
  • the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company

The beneficial owner is a member of a firm that is not a legal person under its governing law and:

  • the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the shares in the entity
  • the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% of the voting rights in the entity
  • the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
  • the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company

A firm is a partnership, unincorporated association or other entity that is not a legal person under the law by which it is governed.

Who can use this service

You can use this service if you work at, or work on behalf of, the overseas entity.

It’s quicker and easier for an overseas entity to be registered by the same UK-regulated agent that carried out its verification checks. These can include financial institutions and legal professionals.

You may not be able to use this service if:

  • any beneficial owners have their personal information protected at Companies House (or are waiting for the results of an application)
  • the overseas entity has disposed of UK property or land since 28 February 2022

Contact enquiries@companieshouse.gov.uk for further guidance.

What information you need to submit

You’ll need to provide information about the overseas entity, any registrable beneficial owners, and the UK-regulated agent that carried out verification checks. You may also need to provide information about managing officers.

Overseas entity information

You’ll need to tell us the overseas entity’s:

  • name
  • country it was formed in
  • registered office address and correspondence address
  • email address - we’ll use this to send important information, including the Overseas Entity ID
  • legal form and governing law
  • public register it appears on and its registration number (if it has one)

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

  • 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 land or property was disposed of

UK-regulated agent information

You’ll need to tell us the agent’s:

  • name
  • correspondence address
  • email address – we’ll use this if we need more information about the verification checks
  • supervisory body
  • Anti-Money Laundering (AML) number, if you have one

You’ll also need to tell us the name of the person with overall responsibility for verification checks.

If you’re the UK-regulated agent, you’ll also need to tell us:

Beneficial owner information: individual person

You’ll need to tell us each beneficial owner’s:

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

You’ll also need to tell us:

You’ll need to tell us each beneficial owner’s:

  • name
  • registered office address and correspondence address
  • legal form and governing law
  • public register it appears on and its registration number (if relevant)
  • date they became a beneficial owner for the overseas entity
  • nature of control

You’ll also need to tell us if they’re on the UK Sanctions List.

Beneficial owner information: government or public authority

You’ll need to tell us each beneficial owner’s:

  • name
  • registered office address and correspondence address
  • legal form and governing law
  • date they became a beneficial owner for the overseas entity
  • nature of control

If no beneficial owners can be identified

If there are no beneficial owners, or you have not identified all your beneficial owners, you’ll need to give us information about the overseas entity’s managing officers. This is a director, manager or company secretary of the overseas entity.

Managing officer information: individual

You’ll need to tell us each managing officer’s:

  • full name (and former names, if relevant)
  • date of birth
  • nationality
  • correspondence address and home address
  • occupation (this is optional)
  • roles and responsibilities in relation to the entity

Managing officer information: corporate

You’ll need to tell us each managing officer’s:

  • name
  • registered office address and correspondence address
  • legal form and governing law
  • public register it appears on and its registration number (if relevant)
  • roles and responsibilities in relation to the entity

You’ll also need to tell us the full name and email address of someone we can contact about this managing officer.

What information you need to submit about trusts

If any trustees of a trust are registrable beneficial owners, you’ll need to give us information about that trust.

Trust information

You’ll need to tell us:

  • the name of the trust
  • when the trust was created
  • which of the overseas entity’s beneficial owners are involved in the trust

Former beneficial owner information

You’ll need to tell us about all individuals or entities who were formerly a beneficial owner of the overseas entity due to being a trustee of the trust. You’ll need to tell us:

  • the former beneficial owner’s name
  • when they became a beneficial owner
  • when they stopped being a beneficial owner

Information about individuals involved in the trust

You’ll need to tell us about individuals who are beneficiaries, settlors, grantors or interested persons. You’ll need to tell us their:

  • role within the trust
  • first and last name
  • date of birth
  • nationality
  • home and correspondence address

You’ll also need to tell us what date they became an interested person (if relevant).

You’ll need to tell us about legal entities that are beneficiaries, settlors, grantors or interested persons. You’ll need to tell us the entity’s:

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

You do not need to tell us about government or public authorities.

What is needed for verification checks

A UK-regulated agent must complete verification checks on all beneficial owners and managing officers of an overseas entity before it can be registered. It will need to provide an agent assurance code and an overseas entity verification checks statement to confirm that it has done this.

They must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. They can be an individual or a corporate entity, such as a financial institution or legal professional.

Verification checks must be completed no more than 3 months before the overseas entity is registered.

Find a UK-regulated agent to verify information for an overseas entity.

Read the Register of Overseas Entities: guidance on registration and verification.

Agent assurance code

The UK-regulated agent will need to request an agent assurance code from Companies House. This confirms that the agent has authorisation to file verification checks statements for an overseas entity.

We cannot register an overseas entity without a code. You can apply for an agent assurance code from Monday 25 July 2022.

Overseas entity verification checks statement

If the UK-regulated agent that carried out the verification checks is also registering the overseas entity, it can complete this statement as part of the registration service. Otherwise, it will need to submit an Overseas entity verification checks statement.

The UK-regulated agent’s details provided on the statement must be the same as the details used to request the agent assurance code. The agent’s name must be an exact match. If the details do not match, the registration could be rejected.

What information will be shown on the public register

Most of the information given to Companies House about overseas entities, beneficial owners and managing officers will be publicly available on the Register of Overseas Entities.

We will not show:

  • home addresses
  • full dates of birth - only the month and year will be shown
  • the agent assurance code
  • the date verification checks were completed
  • information about trusts, however it may be shared with HMRC
  • email addresses

Apply to register an overseas entity and its beneficial owners

You’ll need:

You’ll also need to provide an agent assurance code if you’re the UK-regulated agent who carried out the verification checks.

This service could take a while to complete. It will time out if you do not use it for 60 minutes. You can save your answers and resume your application later.

Start now

What happens after an overseas entity is registered

If the application is accepted, the overseas entity and its beneficial owners and managing officers will be added to the Register of Overseas Entities.

We’ll also email the notice of registration to the overseas entity. This will include the Overseas Entity ID, which must be given to the land registry whenever the entity buys, sells or transfers land or property in the UK.

If the application is rejected, we’ll email you to let you know what to do next and refund the £100 registration fee.

Updating information on the register

You must file an overseas entity update statement one year after the overseas entity was registered, and every year after that. This is to tell us about any changes, or confirm that the information we hold is still correct.

The update statement must be filed no later than 14 days after the due date. You can also file earlier if the overseas entity needs to update any information.

Removing an overseas entity

An overseas entity will soon be able to be removed from the Register of Overseas Entities if it is not, or is no longer, a registered owner of land or property in the UK.

We’ll reject the application if the overseas entity is still listed on the land register as being the registered owner of land or property in the UK.

It will cost £400 to apply to remove an overseas entity. This fee will not be refunded if the application is rejected.

We’re continuing to work with the UK land registries on a process to remove an overseas entity. We expect this service to be available early in 2024. If you’re currently waiting to remove an overseas entity, Companies House will consider your situation and take a fair approach to enforcement.

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. Information about the overseas entity and its beneficial owners will still be shown on the public register.

Published 25 July 2022
Last updated 29 January 2024 + show all updates

  1. Guidance updated - Overseas entities only need to register property or land bought in Northern Ireland on or after 5 September 2022.

  2. We're continuing to work with the UK land registries on a process to remove an overseas entity.

  3. More guidance on removing an overseas entity and the fee.

  4. Guidance updated on how to apply to be removed from the Register of Overseas Entities.

  5. Customers can now save and resume their progress for registering an overseas entity and telling us about its beneficial owners.

  6. The way to submit information about trusts has changed.

  7. Message added - we’re currently receiving a high volume through the service, so it may take longer than usual to process applications.

  8. Link added to more guidance on disposing of UK property as an overseas entity.

  9. Added translation

  10. Launch of the Register an overseas entity service - added start button and link to service.

  11. First published.

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