August 2022 saw the introduction of the Register of Overseas Entities at Companies House in the UK following the Economic Crime (Transparency and Enforcement) Act 2022 (the Act) coming into force in March 2022. Pursuant to that legislation all overseas entities who own properties in the UK acquired at any time on or after:
- 1 January 1999 in England & Wales,
- 8 December 2014 in Scotland; and
- 1 August 2022 in Northern Ireland
are required to submit an application to the Registrar at Companies House detailing their beneficial owners unless they are exempt.
An update statement must be filed every year by all overseas entities on the Register of Overseas Entities. The update statement requires the overseas entity to confirm that all the information about the overseas entity on the register is still correct, and update anything that has changed.
It is most important to bear in mind that it is a criminal offence if an overseas entity does not file an update statement. The overseas entity ID will become invalid until such time as the record is brought up to date.
According to Government guidance an overseas entities statement date is within a year of the date the overseas entity was registered, or within a year of your last update statement.
The overseas entity has 14 days from the "statement date" to file. After this, the filing will be considered to be late.
So for example, if the original application was registered on 22 September 2022 the first statement date will be 21 September 2023. The update statement will be due by 5 October 2023.
Overseas entities can find the updated statement by searching for the entity on the Companies House register.
What if nothing has changed?
An overseas entity must file an update statement even if there have not been any changes to the overseas entity and its beneficial owners during the update period. This confirms that the information on the register is correct.
What information needs to be reviewed and updated?
The overseas entity will be asked to review all the information shown on the register about the entity and its beneficial owners or managing officers. It must update any information that has changed.
The overseas entity may be asked to re-enter home addresses for individual beneficial owners and managing officers.
All information must be correct as at the date of the update statement.
Verification checks must be completed on any information that is being changed and on any new beneficial owners or managing officers that are being added. Such information will need to be verified by a UK regulated agent no more than 3 months before the date of the update statement.
What if someone is no longer a registrable beneficial owner or managing officer?
As part of the update statement the overseas entity will need to tell Companies House:
- The date that any registrable beneficial owner or managing officer ceased being so during the update period and make sure that the information is correct as at that date.
- About anyone that both became and ceased to be a registrable beneficial owner during the update period. The information provided must be correct as at the date that the registrable beneficial owner ceased being one.
An authentication code is a unique 6 character code that every overseas entity needs in order to file online. To request an authentication code you should search for the overseas entity on Find and update company information – GOV.UK (company-information.service.gov.uk) and select "Request authentication code". The code will be sent to the email address held on record for the overseas entity.
Companies House fees
The Companies House fee for filing the update statement is £120.
What you will need to file an update statement
To file an update statement you will need:
- To sign in to or create a Companies House account
- The Overseas Entity's ID number
- The overseas entity's authentication code
- The name and email address of someone Companies House can contact about the update
- Details of the UK regulated agent who has undertaken any required verification checks, if relevant
- A credit or debit card to pay the Companies House £120 fee.
What happens if the update statement is late?
If an overseas entity does not file the update statement in time:
- It will be committing a criminal offence and could be prosecuted or fined.
- Its overseas entity ID will not be valid and it will not be able to buy, sell, transfer, lease or charge its property or land in the UK.
- A note will be added to the overseas entities' public record stating that it has not filed its update statement.
Who can't currently use the update service?
At present the following cannot use the update service:
- Where there are any trusts involved in the overseas entity; and
- Where any beneficial owners or managing officers have their personal information protected at Companies House.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.