18th August 2022The Register of Overseas Entities: what you need to know

There is less than 6 months until the deadline for the Register of Overseas Entities

On the 1 August 2022 the UK’s Register of Overseas Entities launched, governed by the Economic Crime (Transparency and Enforcement) Act 2022. The register will be public and contain details of the beneficial owners of overseas entities and (in some cases) their managing officers.

Overseas entities who own or lease land or property in the UK will need to register by 31 January 2023. Entities that disposed of property or land after 28 February 2022 will also need to register. Tamara Howe, Senior Manager and DMLRO, and Tamara Lopes, Assistant Manager, from the HW Fisher Financial Crime Prevention team update you on crucial deadline information, and compliance penalties regarding the Register of Overseas Entities.

What are the sanctions for non-compliance?

Non-compliance with the register has severe penalties, individuals could be fined up to £2,500 per day or get a prison sentence of up to 5 years. Furthermore, there may be limitations on transacting with UK property or land.

How is a beneficial owner defined?

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

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

How can we help you?

As a UK Firm, regulated by the ICAEW, we can assist you verify the identity information required by Companies House and obtain the Overseas Entity ID which is now required by Land Registry.

To book an appointment or to find out more about our overseas registration service please contact Tamara Howe or Tamara Lopes.