Quick guide to the register of beneficial owners of Overseas Entities
This table provides an overview of the regime implemented under the ECTEA 2022. There are supplementary regulations being introduced which extend the regime to different types of entity such as Scottish LLPs.
| BASICS |
| 1. What's happening? | All Overseas Entities (as to which, see Q2 (What is an "Overseas Entity"?) below) which own freehold property in the UK, or leaseholds that are more than seven years at the date of grant, must apply for registration on a new register maintained by Companies House. | |
| 2. What is an "Overseas Entity"? | A legal entity that is governed by the law of a country or territory outside the United Kingdom. The Isle of Man and the Channel Islands are all classed as outside the UK. ECTEA 2022 is widely and purposively drafted and covers all types of legal structures, including trusts, states, local authorities and unincorporated associations. | s2(1) ECTEA 2022 |
| 3. When? | The Legislation came into force on 1 August 2022. Overseas Entities now have until 31 january 2023 to register at Companies House. | s4 ECTEA 2022 |
| 4. Why? | There has long been the perception that bad actors have been allowed to invest their money in property assets in the UK. The invasion of Ukraine gave the issue a higher profile, and the legislation has been expedited in order to be able to apply sanctions to some Russian nationals closely involved with the Putin government. | |
| 5. What is a Registrable Beneficial Owner? | ECTEA 2022 wants to make public the identities of people who either own a company, or who control the running of a company, which owns a property in the UK; these people are called "beneficial owners". Almost all beneficial owners are registrable; only those entities that are already heavily regulated and subject to stringent transparency requirements will not be registrable. | Schedule 2 ECTEA 2022 |
| 6. What is a beneficial owner? | An individual who has significant control of the company. | An individual who has significant control of the company. |
| 7. Can I sell my property before the ECTEA 2022 comes into force? | Yes, but if you subsequently register as an Overseas Entity then you will have to tell the Registrar what property you have dealt with since 28 February 2022. | ss41- 43 ECTEA 2022 |
| 8. Is the legislation retrospective in any other ways? | Yes; any Overseas Entity that has registered property at HM Land Registry since 1 January 1999 will have to register. | s41 and Schedule 3 ECTEA 2022 |
| 9. Must the Overseas Entity provide its details just once? | No; there is an annual updating duty. | s7 ECTEA 2022 |
| DETAILS OF THEIR REGISTRABLE BENEFICIAL OWNER AND PROTECTION OF THEIR PERSONAL INFORMATION |
| 1. What must an Overseas Entity do? | Initially, take reasonable steps to find out if it has any registrable beneficial owners and, if it does, identify and notify them and give the requisite details in a statement to Companies House. It must also give required information about itself. | |
| 2. What is the required information about the Overseas Entity? |
(a) name; (b) country of incorporation or formation; (c) registered or principal office; (d) a service address; (e) an email address; (f) the legal form of the entity and the law by which it is governed; and (g) any public register in which it is entered and, if applicable, its registration number in that register |
Schedule 1 ECTEA 2022 |
| 3. What is the required information about the Registrable Beneficial Owner |
The required information varies depending on what type of entity the Registrable Beneficial Owner is. If the Registrable Beneficial Owner is an individual, the following information will be required: (a) name, date of birth and nationality; (b) usual residential address; (c) a service address; (d) the date on which the individual became a registrable beneficial owner in relation to the overseas entity; (e) which of the conditions in paragraph 6 of Schedule 2 is met in relation to the registrable beneficial owner and a statement as to why that condition is met; (f) whether the individual meets that condition by virtue of being a trustee; (g) whether the individual is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available. |
Part 3, Schedule 1 ECTEA 2022 |
| 4. Is this information all public? | No, individual dates of birth will only appear as a month and a year. An individual's usual residential address will not be public, but will be available to HMRC and some enforcement agencies. Also, information about trust beneficiaries, settlors and other office-holders such as enforcers will not be made public. | s24 ECTEA 2022 |
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