UK Foreign Property Ownership Registration Deadline on 31st Jan 2023 with Only 10,000 of 31,500 Registered, Unregistered Owners Banned from Selling & Leasing and Beneficial Owners Information Becomes Permanently Publicly Available
28th January 2023 | Hong Kong
United Kingdom (UK) foreign property ownership registration deadline is on 31st Jan 2023 (Tuesday) with only around 10,000 of 31,500 foreign property owners registered (31/12/22). Unregistered UK foreign property owners will be banned from selling, leasing & charging the property and beneficial owners information will become permanently publicly available (Exception – Entities do not need to register if the land or property was bought before 1st January 1999 in England & Wales, 8th December 2014 in Scotland, 1st August 2022 in Northern Ireland). If an overseas entity fails to register on time and the managing officers commit a criminal offence, the offence is punishable by a fine or imprisonment. The Register of Overseas Entities came into force in the UK on 1st August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022. See below for UK 2nd letter to overseas entities who own or lease property or land in the UK (sent January 2023) | View letters here
“ UK Foreign Property Ownership Registration Deadline on 31st Jan 2023 with Only 10,000 of 31,500 Registered, Unregistered Owners Banned from Selling & Leasing and Beneficial Owners Information Becomes Permanently Publicly Available “
UK – Register of Overseas Entities
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 will also apply retrospectively to overseas entities who bought property or land on or after:
- 1 January 1999 in England and Wales
- 8 December 2014 in Scotland
- Overseas entities only need to register property or land bought in Northern Ireland on or after 1 August 2022.
These overseas entities will need to register with Companies House and tell us who their registrable beneficial owners or managing officers are by 31 January 2023.
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. 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.
What does this mean?
You may own or lease property or land in the UK as an overseas entity, but you have not registered with Companies House.
Will I need to do anything?
Yes. You need to register information about your overseas entity and any beneficial owners by 31 January 2023. To register and for more information, visit: gov.uk/guidance/register-an-overseas-entity
Our records show you have not registered information about this overseas entity and its beneficial owners:
According to land registry data, you may own or lease property or land in the UK as an overseas entity. You still need to register if you disposed of your property or land after 28 February 2022, if your property or land has not been registered with the land registry yet, or if your entity is based in a Crown Dependency or Overseas Territory (for example, Jersey). If you think you’ve received this letter by mistake, or if you do not think you meet the definition of an overseas entity, contact Companies House or the relevant land registry for help.
If you believe you’ve disposed of all UK property you once owned, you should check if you’re still shown on the relevant land registry as the proprietor. Visit: gov.uk/guidance/register-an-overseas-entity to find out how to check and what to do if this applies to you. Do not ignore this letter.
In August 2022 we sent a letter to tell you that the Register of Overseas Entities has come into force in the UK. It means you must register the overseas entity with Companies House and tell us who your beneficial owners are.
After registering with Companies House, the details of the overseas entity and its beneficial owners will be available to the public on the online register. Although most overseas entities who own land in the UK are not breaking the law, greater transparency will allow law enforcement agencies to investigate suspicious wealth more effectively. Visit: gov.uk/guidance/register-an-overseas-entity
Why it’s important to register:
Once registered, you’ll get a unique overseas entity ID. When you buy, sell, transfer, lease or charge property or land in the UK, you’ll need to give this to:
- HM Land Registry – for property or land in England and Wales
- Land Registers Northern Ireland – for property or land in Northern Ireland
- Registers of Scotland – for property or land in Scotland
If your property or land is in Scotland, you still need to register on the Scottish Register of Persons Holding a Controlled Interest in Land (RCI) if you meet the necessary conditions – in addition to registering on the Register of Overseas Entities. For more information on the RCI, visit: ros.gov.uk/register-of-overseas-entities
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.
How to register an overseas entity and its beneficial owners
It’s quicker and easier to ask a UK-regulated agent to register and file the information for you. UK-regulated agents include accountants and legal professionals supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. We’ve published a list of suitable agents on GOV.UK. Visit: gov.uk/guidance/register-an-overseas-entity
Before registering, an agent will also need to check and confirm your identity—even if you decide to file the information yourself. You or your agent must register online by 31 January 2023. To register and for more information, visit: gov.uk/guidance/register-an-overseas-entity
You or your agent will need to:
- sign in to or create a Companies House account
- give a name and email address of someone we can contact about the application
- give information about the overseas entity and its beneficial owners or managing officers
- give the assurance code of the agent who checked your identity
- pay the £100 registration fee with a credit or debit card
If there are no beneficial owners, you’ll need to provide information about the overseas entity’s managing officers. A managing officer is a director, manager, or company secretary of the overseas entity.
Trusts and trustees
If any trustees of a trust are registrable beneficial owners, you’ll also need to give information about that trust. This includes details about the beneficiaries, settlors, grantors, and interested persons. It also includes each person who has ever been a beneficial owner in relation to the overseas entity, by being a trustee of the trust.
Trust information is only shared with law enforcement and other public authorities such as HM Revenue & Customs. It will not be available to the public.
More information
Companies House is an executive agency of the UK government and the UK’s registry of company information. The data on our registers informs business decisions, supports growth and combats economic crime.
We cannot give technical advice or help with identifying your beneficial owners or managing officers. You’ll need to seek independent advice. You can ignore this letter if you’ve recently registered this overseas entity and its beneficial owners.
Louise Smyth, Chief Executive, Registrar of Companies for England and Wales
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