246: Top tips for renewing registration on the Register of Overseas Entities
The Register of Overseas Entities was introduced just over a year ago to establish increased transparency around foreign companies owning property in the UK.
The first of August 2023 marked the first anniversary of the opening of the Register of Overseas Entities (‘ROE’) and brought into focus the annual updating requirement. There is an annual duty to submit a renewal application on the anniversary of the date that the overseas entity owning UK property was registered in the ROE register.
Here are our top tips for overseas entities renewing a ROE registration:
1. Be aware that every existing registration needs an annual renewal
Overseas entities must file an update statement even if nothing has changed. This confirms that the information on the register is correct.
Any overseas entity that has an ROE number will be in default of the updating duty and unable to register itself proprietor or a freehold or registered leasehold title at the Land Registry or continue to deal with such a property if it has not renewed its registration within 14 days of the anniversary of its previous ROE registration. This is regardless of whether there have been any changes.
2. Make sure you renew within 14 days
The annual update is due 12 months from the date of initial registration, and overseas entities will have 14 days from the anniversary of the date of registration to complete the update.
Under proposed amendments passing through Parliament, the updating requirement and 14-day deadline would also kick in from the point any changes in beneficial ownership are known.
3. Re-confirm certain information or confirm that nothing has changed
A registered overseas entity will be asked to review all the information on the register about the entity / its beneficial owners and either re-confirm certain information, and / or update any information that may have changed (for example, any additions or deletions to beneficial owners).
To be able to give the necessary statements, the entity must go through the same process to identify its registrable beneficial owners as it did when it first applied for registration. This means serving an information notice on anyone it knows or has reasonable cause to believe is a registrable owner. The recipient has one month to reply, so this time must be factored into any application to renew.
4. Failure to renew will render any existing Register of Overseas Entities number void
Failure to renew will mean an overseas entity ID will become void, leaving an overseas entity unable to buy, sell, transfer, lease, or raise charges against UK property or land. This will remain the case until the registration is renewed.
5. Be aware of civil and criminal penalties
Companies House has stated its intention to start issuing financial penalties to overseas entities that have not registered and / or have not complied with their duty to update the ROE.
Every officer in the overseas entity commits a criminal offence in the case of failure to continue to comply with an updating duty, regardless of their role in the initial offence, so it is critical to ensure that the deadlines are complied with.
Companies House has provided an updated online service to file an overseas entities update statement for the ROE. Please let us know if you have any queries or get in touch with your accountant / corporate secretarial provider for advice on uploading your annual statement.
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