Insights

The Register of Overseas Entities came into force on 1 August 2022. Aimed at improving transparency, it requires foreign entities owning property or land in the UK to register with Companies House and disclose their beneficial owners and managing offers on the public register (as explained in more details in our newsletters dated 8 April 2022 and 26 July 2022). The Register appears to have been a success with over 500,000 searches being logged, according to Companies House.

Now, in order to maintain the accuracy of the information provided with the first registration, all overseas entities are required to submit an annual Update Statement to give confirmation that the information held in the register are correct and up to date or, if necessary, to report any changes that might have occurred in the twelve months following the registration.

Failure to comply with this requirement may lead to severe penalties, including criminal prosecution and invalidation of the overseas entity ID, which would then prevent the company from buying, selling or transferring the property or land in the UK.

The annual Update Statement is a crucial aspect of the compliance process for overseas entities. This statement covers a 12-month period, and entities or their agent can submit it from August 2023. After having obtained an entity “authentication code”, statements should be filed online, with the exception of those cases where there is a trust involved in the ownership’ structure as in those cases a paper statement will be required. The statement date must fall within a year of the entity's registration or the last update statement. To avoid penalties, entities are encouraged to file the statement within 14 days of the statement date.

When preparing the Update Statement, overseas entities or their agent must diligently review all the information provided about themselves, their beneficial owners, and their managing officers. If any details have changed since the last update, the entity must promptly update these records.

The update should include:

• Changes of beneficial owners or managing officers: the entity must provide accurate and current information about individuals who hold significant positions within the organisation. This involves adding new beneficial owners or managing officers, if applicable, and providing details of individuals who are no longer part of the entity.
• Confirmation of information: the entity must ensure that all the information on the register remains accurate and up to date as of the date of the Update Statement. Even if no changes have occurred, filing the Update Statement is still mandatory to validate the information on the register.

Please contact us at office@staturagroup.com in order to obtain further information on the Register of Overseas Entities or to request assistance in renewing your registration.