Irish entities that own, plan to acquire, or plan to create security over UK real estate should take advice on whether they are subject to the new UK requirement to register with, and provide information on their beneficial owners to, Companies House. Lenders to in-scope Irish entities also need to be aware of the new requirements.
The Economic Crime (Transparency and Enforcement) Act 2022 established the UK Register of Overseas Entities which came into force on 1 August 2022 and is operated by the Companies House. Overseas entities that hold certain real estate interests in the UK are required to register with the Companies House and to file information regarding their beneficial owners.
An "overseas entity" is a legal entity that is governed by the law of a country or territory outside the UK and includes Irish companies and bodies corporate (such as ICAVs).
The registration requirement applies where an "overseas entity" holds a "qualifying estate". In respect of England and Wales, this means a freehold estate in land or a leasehold estate in land granted for a term of more than seven years from the date of grant. The scope of the ownership trigger varies slightly where the real estate located in Scotland or in Northern Ireland.
Any overseas entity that holds a qualifying estate (acquired within specified timeframes) or that has disposed of a qualifying estate since 28 February 2022, is required to register with the Companies House by 31 January 2023. From 5 September 2022, any overseas entity that wishes to be registered as the owner of a qualifying estate with HM Land Registry must register in advance with the Companies House.
Prior to registration, an overseas entity is obliged to take reasonable steps to identify its "registerable beneficial owners" and to submit details with its application. Once an overseas entity has registered, it will receive an Overseas Entity ID from the Companies House (which it will need to provide to HM Land Registry each time that it buys, sells, transfers, leases or charges a qualifying estate). It will also have a duty to update the register on an annual basis if the information recorded in respect of it has changed.
Irish corporates holding UK real estate should review the new requirements carefully to check whether they are in-scope, review the Guidance from Companies House and take appropriate steps to register. Lenders financing the acquisition of UK real estate by a non-UK entity, or taking security over UK real estate from a non-UK entity, will need to check whether that entity is in-scope and, if it is, whether it has registered with Companies House and received an Overseas Entity ID.
Failure by an overseas entity to comply with the registration and updating requirements is a criminal offence.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
