Who Qualifies for Going on the Register of Overseas Entities?

The Register of Overseas Entities (ROE) was introduced by the UK government on the 1st August 2022 to provide greater transparency about the beneficial owners of UK property and land. The ROE is operated by Companies House.

ROE forms part of the Economic Crime (Transparency and Enforcement) Act 2022 that came into force on the 15th March 2022 and includes several new measures to help prevent money laundering in the UK. The new legislation helps to identify and prosecute foreign criminals who attempt to use UK property transactions for money laundering or other criminal activity.

Who qualifies for being registered on the ROE?

An overseas entity is a company or organisation that is governed by the law of a country or territory outside of the UK. Any overseas entities who wishes to buy, sell or transfer UK property or land must register on the ROE. The legislation also applies retrospectively to overseas entities who purchased property on or after:

• 1 January 1999 in England and Wales
• 8 December 2014 in Scotland

Overseas entities who purchased qualifying property after these dates must register with Companies House before the deadline of 31 January 2023 and provide the identity of the beneficial owner(s) of the company.

Who is classed as a beneficial owner?

The government defines a beneficial owner as any individual or entity that has significant control over the overseas entity. This could apply to:

• an individual person;
• a trustee of a trust;
• another legal entity, such as a company;
• a government or public authority; and/or
• a member of a firm that is not a legal person under its governing law.

A beneficial owner is one of the entities listed above who meet the following conditions:

• holds, directly or indirectly, more than 25% of the shares in the entity;
• holds, directly or indirectly, more than 25% of the voting rights in the entity;
• holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity; and/or
• has the right to exercise, or actually exercises, significant influence or control over the entity.

What are the benefits of having the ROE?

By having clear definitions of who qualifies as a beneficial owner, it is easier to identify overseas entities who are trying to hide their identity to evade prosecution for criminal activity such as money laundering.

Any overseas entities who do not comply with the legislation will no longer be able to purchase, sell or transfer property. In order to apply to HM Land Registry to become the registered owner of a UK property of land, an overseas entity will need an Oversees Entity ID.

ROE verification services

One of the requirements for registering on the ROE is that the company must be verified by an agent who is approved by Companies House. ProSec is an approved agent and can provide verification for qualifying overseas entities.

As we have expertise in the legal responsibilities of overseas entities, we can support legitimate overseas entities to ensure compliance. Contact us to find out more information about our compliance services and the ROE verification process.