Correspondence

Second letter to overseas entities who own or lease property or land in the UK (sent January 2023)

Updated 16 March 2023

What does this mean?

You may own or lease property or land in the UK as an overseas entity, but you have not registered with Companies House.

Will I need to do anything?

Yes. You need to register information about your overseas entity and any beneficial owners
by 31 January 2023.

To register and for more information, visit: gov.uk/guidance/register-an-overseas-entity

Our records show you have not registered information about this overseas entity and its beneficial owners

According to land registry data, you may own or lease property or land in the UK as an overseas entity. You still need to register if you disposed of your property or land after 28 February 2022, if your property or land has not been registered with the land registry yet, or if your entity is based in a Crown Dependency or Overseas Territory (for example, Jersey). If you think you’ve received this letter by mistake, or if you do not think you meet the definition of an overseas entity, contact Companies House or the relevant land registry for help.

If you believe you’ve disposed of all UK property you once owned, you should check if you’re still shown on the relevant land registry as the proprietor. Visit: gov.uk/guidance/register-an-overseas-entity to find out how to check and what to do if this applies to you. Do not ignore this letter.

In August 2022 we sent a letter to tell you that the Register of Overseas Entities has come into force in the UK. It means you must register the overseas entity with Companies House and tell us who your beneficial owners are.

After registering with Companies House, the details of the overseas entity and its beneficial owners will be available to the public on the online register. Although most overseas entities who own land in the UK are not breaking the law, greater transparency will allow law enforcement agencies to investigate suspicious wealth more effectively. Visit: gov.uk/guidance/register-an-overseas-entity

Why it’s important to register

Once registered, you’ll get a unique overseas entity ID. When you buy, sell, transfer, lease or charge property or land in the UK, you’ll need to give this to:

• HM Land Registry – for property or land in England and Wales
• Land Registers Northern Ireland – for property or land in Northern Ireland
• Registers of Scotland – for property or land in Scotland

If your property or land is in Scotland, you still need to register on the Scottish Register of Persons Holding a Controlled Interest in Land (RCI) if you meet the necessary conditions – in addition to registering on the Register of Overseas Entities. For more information on the RCI, visit: ros.gov.uk/register-of-overseas-entities

If you do not comply with the Act—you could get a fine, a prison sentence or both. You’ll also face restrictions when buying, selling, transferring, leasing or charging property or land in the UK.

How to register an overseas entity and its beneficial owners

It’s quicker and easier to ask a UK-regulated agent to register and file the information for you. UK-regulated agents include accountants and legal professionals supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. We’ve published a list of suitable agents on GOV.UK. Visit: gov.uk/guidance/register-an-overseas-entity

Before registering, an agent will also need to check and confirm your identity—even if you decide to file the information yourself.

You or your agent must register online by 31 January 2023. To register and for more information, visit: gov.uk/guidance/register-an-overseas-entity

You or your agent will need to:

• sign in to or create a Companies House account
• give a name and email address of someone we can contact about the application
• give information about the overseas entity and its beneficial owners or managing officers
• give the assurance code of the agent who checked your identity
• pay the £100 registration fee with a credit or debit card

If there are no beneficial owners, you’ll need to provide information about the overseas entity’s managing officers. A managing officer is a director, manager, or company secretary of the overseas entity.

Trusts and trustees

If any trustees of a trust are registrable beneficial owners, you’ll also need to give information about that trust. This includes details about the beneficiaries, settlors, grantors, and interested persons. It also includes each person who has ever been a beneficial owner in relation to the overseas entity, by being a trustee of the trust.

Trust information is only shared with law enforcement and other public authorities such as HM Revenue & Customs. It will not be available to the public.

More information

Companies House is an executive agency of the UK government and the UK’s registry of company information. The data on our registers informs business decisions, supports growth and combats economic crime.

We cannot give technical advice or help with identifying your beneficial owners or managing officers. You’ll need to seek independent advice.

You can ignore this letter if you’ve recently registered this overseas entity and its beneficial owners.

Louise Smyth

Chief Executive, Registrar of Companies for England and Wales