Overseas Entity Registration – Updating Statements Required
1 August 2023 marks a year since the opening of the Register of Overseas Entities at Companies House. We reported on the requirements of The Economic Crime (Transparency and Enforcement) Act 2022 (“ECTEA”) for overseas entities owning and acquiring property within the UK last year: New Register of Overseas Entities introduced – Kuits Solicitors Manchester. Section 7 of the ECTEA requires any registered overseas entity to file an updating statement within 14 days of first registration (and annually thereafter). This statement is required whether or not there are any changes to the beneficial ownership details already provided. For those who were able to register early, the requirement for the updating statement will be due imminently. Any failure to submit the updating statement to Companies House is an offence liable to fine.
Importantly for property transactions, under the Land Registration Act 2002, if the Register of Overseas Entities has not been maintained with the relevant updating statement, the overseas entity will be treated as being unregistered under the ECTEA until the failure is remedied. The Land Registry has now completed the process of adding restrictions on dispositions to all titles owned by overseas entities. These restrictions prevent any disposition by an overseas entity unless evidence of registration on the Overseas Entity Register can be provided. Practically, any delays in filing updating statements could delay property transactions involving overseas entities until the late paperwork is filed and dealt with by Companies House. Our advice is to ensure that updating statements are filed on a timely basis and to ensure that this is checked for any relevant third party entities involved in transactions as early as possible during the transactional process. Plan ahead to avoid delays.