For any overseas entities clients that have been registered at Companies House due to owning land or property in the UK, there is a requirement to file an annual update statement at Companies House on the anniversary of the initial filing. This is regardless of whether any of the overseas entity’s (“OE”) details have changed. For further information on the Register of Overseas Entities, please see our guide on the Register and its impact on Real Estate transactions.
It’s likely that for many OEs, the deadline may not yet have arrived, as there was a transitional period for registering at Companies House due to the volume of OEs that required registration under the Economic Crime (Transparency and Enforcement) Act 2022.
However, it is important to note that when the requirement to file an annual update statement is triggered, if the OE does not file such update, the OE is subject to a criminal offence and will not be able to buy, sell, transfer, charge or lease affected land and property.
The annual update statement must be filed no later than 14 days after the due date at Companies House. If any changes have been made to the OE but the annual update obligation hasn’t yet been triggered, it is possible to file an earlier update statement at Companies House as well.
Please note that the verification agent that assisted in registering an OE, may be required to assist again with the annual update statement obligation. This is because verification checks must be carried out up to a maximum of 3 months before the date of the annual update statement, if any changes have been made to the OE’s beneficial owners or managing officers. An agent assurance code must also be provided by the UK-regulated agent to confirm that it has authorisation to carry out these checks.
Companies House has updated its guidance on OEs, noting that it will soon be possible to remove an OE from the register where the OE is no longer a registered owner of land and property in the UK.
If the OE is still registered via a search at the Land Registry as the registered owner of such land or property, it will not be possible to remove the OE from the register at Companies House.
The fees for removing an OE is £400 and if the application is rejected by Companies House, for example if the OE is still listed as the registered owner, the fee will not be refunded. This is something to keep in mind before making the application to be removed from the Register.
Although the OE can be removed from the register, its details, including details about its beneficial owners, will still be shown on the public register - this is to ensure transparency of beneficial owners of overseas entities. However, it means that the OE will no longer be required to comply with the annual updating duty and the entries on the register will only contain historic information about beneficial owners if this is changed going forward.
The Companies House guidance is regularly updated as the system advances. Please see the guidance here.
For more information, please contact the Corporate team.