The Register of Overseas Entities (ROE) is a new legal requirement for overseas entities that own or intend to own property or land in the UK. The ROE aims to improve transparency and accountability in the UK property sector and to combat economic crime and corruption.
The ROE will come into force on 1 April 2024 and will require overseas entities to register and verify their beneficial owners with Companies House before they can deal with UK property or land.
If you are an overseas entity that owns or plans to own UK property or land, you need to be aware of the ROE and its implications for your business. Here are ten tips to help you comply with the new ROE:
1. Check if you are an overseas entity:
An overseas entity is any legal entity that is governed by the law of a country or territory outside the UK. This includes companies, partnerships, trusts, foundations, associations, and other similar entities. If you are not sure whether you are an overseas entity, you can consult a legal adviser or contact Companies House for guidance.
2. Identify your beneficial owners:
A beneficial owner is any individual who owns or controls more than 25% of the shares or voting rights in an overseas entity, or who otherwise exercises considerable influence or control over the entity or its activities. You need to identify all your beneficial owners and provide their details to Companies House, such as their name, date of birth, nationality, country of residence, and nature of control.
3. Register your overseas entity with Companies House:
You need to register your overseas entity with Companies House before you can deal with UK property or land. You can do this online or by post, and you need to pay a fee of £40. You need to provide information about your overseas entity, such as its name, type, country of incorporation, registered office address, and identification number. You also need to provide a statement of your UK property or land, such as its address, title number, and nature of interest.
4. Verify your beneficial owners with Companies House:
You need to verify your beneficial owners with Companies House within 14 days of registering your overseas entity. You need to provide evidence of their identity, such as a passport, driving licence, or national identity card. You also need to provide evidence of their link to your overseas entity, such as a share certificate, trust deed, or partnership agreement.
5. Update your information with Companies House:
You need to update your information with Companies House every year, or whenever there is a change in your overseas entity or its beneficial owners. You need to pay a fee of £15 for each update. You need to provide the same information as when you registered your overseas entity, and any changes or corrections that have occurred since then.
6. Display your registration number on your UK property or land:
You need to display your registration number on your UK property or land or make it available to anyone who requests it. This will help to inform potential buyers, tenants, or lenders that your overseas entity is registered and verified with Companies House.
7. Obtain a valid registration certificate before dealing with UK property or land:
You need to obtain a valid registration certificate from Companies House before you can deal with UK property or land. A valid registration certificate is one that is issued within the last 12 months and that reflects the current information about your overseas entity and its beneficial owners. You need to provide your registration certificate to the Land Registry or the Land and Property Services when you transfer, lease, charge, or otherwise dispose of your UK property or land.
8. Comply with the anti-money laundering regulations.
You need to comply with the anti-money laundering regulations that apply to your overseas entity and its activities in the UK. This includes conducting due diligence on your customers, suppliers, and business partners, keeping records of your transactions, reporting any suspicious activity, and training your staff on the risks and obligations. You also need to register with the relevant supervisory authority, such as HM Revenue and Customs, the Financial Conduct Authority, or the Solicitors Regulation Authority.
9. Be aware of the sanctions and penalties for non-compliance.
You need to be aware of the sanctions and penalties for non-compliance with the ROE and the anti-money laundering regulations. These include civil penalties, such as fines, restrictions, or prohibitions on your UK property or land, and criminal penalties, such as imprisonment, confiscation, or forfeiture of your UK property or land. You also risk damaging your reputation and losing your business opportunities in the UK.
10. Seek professional advice if you have any questions or concerns.
The ROE and the anti-money laundering regulations are complex and may affect your overseas entity and its UK property or land in diverse ways.
If you have any questions or concerns, you should seek professional advice from a qualified lawyer, accountant, or tax adviser. They can help you understand your obligations, prepare your documents, and represent your interests in case of any disputes or investigations.
Wrap Up:
The ROE is a new and important requirement for overseas entities that own or intend to own UK property or land. By following these ten tips, you can ensure that you comply with the ROE and avoid any negative consequences for your business.
The ROE will also help you demonstrate your transparency and accountability in the UK property sector and enhance your credibility and trustworthiness in the market.
