Overseas Entity Renewal

Overseas companies had until the 31 January 2023, to declare their beneficial owners and register these with Companies House.

Overseas companies which failed to meet this deadline will now face severe restrictions on their ability to buy and sell property and could risk financial penalties or prosecution.

We urge you to contact us if you are yet to register.

We are an approved Companies House UK Regulated Agent and can complete your Overseas Entity Registration. We have the Companies House agent assurance code for registering overseas entities and can carry out the verification checks.

Overseas Entity Annual Renewal

All entities on the UK Register of Overseas Entities must file an updated statement annually to confirm that the information held by Companies House is correct and up to date and must be filed even if nothing has changed.

Entities registered on the Register of Overseas Entities must file their update statement within a year of the date the overseas entity was originally registered.

The update must be filed no later than 14 days after the due date. The update must confirm any changes to the overseas entity since its registration.

As an approved Companies House UK Regulated Agent we prepare and file the statement and update all the information shown on the register about the overseas entity and its beneficial owners or managing officers.

Overseas Entity Removal

Companies House now allow for Entities to be removed from the Companies House Overseas Entity register when they have sold the property and no longer want the details viewable.

As an approved Companies House UK Regulated Agent, we can remove your overseas entity from the Companies House register once the compliance check and land registry checks have been carried out.

Authorised Agent to complete your Overseas Entity application with Companies House

We require from you copies of the following documents or in some cases we can obtain them direct from the Companies Registry

• The Register of Directors and the Register of Shareholders
• The Incorporation documents including the Memorandum & Articles of Association
• We may require a recent Incumbency Certificate drafted by the Registered Agent – disclosing the Directors and Shareholders

These company documents can be emailed directly from your Registered Agent, alternatively with your permission we can contact your Registered Agent directly to obtain the required documents.

Verification must be completed on the basis of the documents and information obtained from a reliable source, independent of the client.

We will all require a copy Passport and Proof of Address for each Director and the principal Shareholders.

Once we have received, checked and verified the above company documents and due diligence, confirmation of verification is submitted to Companies House and your overseas entity will be added to the Register of Overseas Entities.

Registration Timescale

Once we’ve received all the require documents and carried out the verification the registration process with Companies House is currently taking around 5 days.

UK Regulated Agent

We are an appointed Companies House UK Regulated Agent and are supervised under the Money Laundering and Transfer of Funds Regulations 2017.

Overseas Entity ID – UK Land Registry

Once the overseas company has been registered, an overseas entity ID will be issued by Companies House.

When you buy, sell, transfer, lease or charge property or land in the UK, you’ll need to provide this ID to HM Land Registry.

Trusts & 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.

Non-Compliance

Where an overseas entity has failed to register, the relevant entity will be unable to:

• Restrictions on buying, selling, transferring & leasing land
• Restrictions on creating a charge against land or property in the UK
• Criminal sanctions
• Fines of up to £2,500 per day
• Possible prison sentence of up to 5 years

These limitations on the ability of an overseas entity to deal with its property are achieved by the HM Land Registry applying a restriction on the title of each registered freehold or leasehold property.