Background and key information

When the Economic Crimes (Transparency and Enforcement) Act 2022 came into force on 15 March 2022, a key feature was the establishment of a register of offshore entities, with the stated aim of ensuring transparency of foreign-owned and controlled entities. Great Britain.

In the year With overseas entity registration starting on 1 August 2022, the UK government has issued guidance on the information overseas entities must submit, what verification checks are required and what information appears on the public register.

In the year By January 31, 2023, overseas entities wishing to buy, sell or transfer property or land in the UK must register with Companies House (the UK’s Registrar of Companies, where companies must provide certain details as required by UK law) and who their registration will benefit. They are the owners or managing officers.

This requirement re-applies to overseas entities that acquired property or land in England and Wales on 1 January 1999 and in Scotland on 8 December 2014. Overseas entities that dispose of property or land after 28 February 2022 must register and provide details of that disposal.

As a result of the registration, overseas entities will receive a unique foreign entity ID to provide to the Land Registry (the UK Land and Property Register) when buying, selling, transferring, leasing or charging UK property or land.

Overseas entities must submit information

1. Overseas entity information

Foreign entities must submit the following information to Companies House:

• name
• Country of establishment;
• Registered office address and mailing address;
• Email address (this is used by companies to send important information including overseas entity ID);
• Legal form and governing law; And
• It appears on the public register and the registration number (if any).

If an overseas entity disposes of UK property or land from 28 February 2022, the following information must also be provided:

• Land or property deed or title number;
• The date the land or property was disposed of; And
• Details of any additional beneficial owners or management officers at the time the land or property was disposed of.

2. Beneficial owners

A beneficial owner is any individual or entity that has significant influence or control over an overseas entity. A beneficial owner may be an individual, another legal entity, a government or public authority, a trust or a member of a corporation that is not a legal person under the governing law. Details of any beneficial owner must be provided if one or more of the following conditions are met.

• It directly and indirectly holds more than 25% of the shares
• directly or indirectly holds more than 25% of the voting rights in the company;
• The right to appoint or remove a majority of the company’s board of directors, directly or indirectly, and
• Has significant influence or control over the entity.

When the beneficial owner(s) is an individual, the information to be provided will be:

• full name;
• date of birth;
• Nationality
• Mailing address and home address;
• The date you become the beneficial owner of the overseas entity;
• Nature of control; And
• If you are on the UK sanctions list.

When the Beneficiary Owner(s) is another legal entity, the information required to be submitted is:

• name
• Registered office address and mailing address;
• Legal form and governing law;
• The public register appears on and the registration number (if necessary);
• The date you become the beneficial owner of the overseas entity;
• Nature of control; And
• If you are on the UK sanctions list.

When the Beneficiary Owner(s) is/are a Government or Public Authority, the information required to be submitted is:

• name
• Registered office address and mailing address;
• Legal form and governing law;
• The date you become the beneficial owner of the overseas entity; And
• The nature of control.

When the Beneficiary Owner(s) is/are a Government or Public Authority, the information required to be submitted is:

• Current or past beneficial owners;
• users;
• settlers;
• givers; And
• Interested people.

3. Management officers

If there are no beneficial owners or if the overseas entity cannot identify all of its beneficial owners, the following information about the managing officers of the overseas entity should be provided.

• Full name (and previous names, if necessary);
• date of birth;
• Nationality
• Mailing address and home address;
• Work (this is optional); And
• Roles and responsibilities related to legal entities.

4. A UK-based agent who has carried out verification checks

A UK regulated agent must complete due diligence checks on all beneficial owners and managing officers of the overseas entity prior to registration. In order to do so, he will need to provide an agent verification code and an overseas entity verification statement.

The agent is based in the UK and must be monitored under the Money Laundering, Terrorist Financing and Money Laundering Regulations 2017. They can be an individual or a corporate body, such as a financial institution or a lawyer. Verification checks must be completed no later than 3 months before the overseas entity is registered.

The following information should be provided in relation to the UK-directed agent:

• name
• Mailing address:
• email address;
• regulatory body;
• Anti-Money Laundering (AML) Number; And
• Name of person with overall responsibility for verification checks.

Updating information on the register

Overseas entities must make annual updates one year after registration and annually thereafter. This is used to tell Companies House about any changes or to ensure that the information held is still correct. Must be registered no later than 14 days after expiry.