The Register of Overseas Entities - What does it mean for you?

Well, it seems HMRC has well and truly joined the digital age, what with Making Tax Digital, the Online Trusts Register, and now we have another to add to the list - the Register of Overseas Entities!

Great I hear you grumble, another load of compliance that accountants and their clients need to deal with. So, what is this all about?

What is the Register of Overseas Entities?

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022. Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and tell them who their registrable beneficial owners or managing officers are.

Unfortunately, this will also apply retrospectively to overseas entities who bought property or land on or after:

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

So, this will affect most overseas entities owning property in the UK at the present time. These overseas entities must register with Companies House and tell them who their registrable beneficial owners or managing officers are by 31 January 2023.

What is an overseas entity?

This is a legal entity, such as a company or other organisation, that has a legal personality and is governed by the law of a country or territory outside the United Kingdom. It should be noted that the Republic of Ireland is considered an overseas jurisdiction for the Register of Overseas Entities.

Therefore, if you hold assets via an offshore company or trust you should read this blog very carefully!

What is a beneficial owner?

A beneficial owner is any individual or entity that has significant influence or control over the overseas entity. It can be:

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

You must register any beneficial owner that meets one or more of the conditions known as the ‘natures of control’. I won't repeat these here because they are rather long-winded, but full details can be found here. 

What information will be shown on the public register?

Most of the information given to Companies House about overseas entities, beneficial owners and their managing officers will be publicly available on the Register of Overseas Entities. However, it has been stated that the Register of Overseas Entities WILL NOT show any of the following:

• home addresses
• full dates of birth - only the month and year will be shown
• the agent assurance code
• the date verification checks were completed
• information about trusts - however it may be shared with HMRC
• email addresses

So, if you think this might apply to you I urge you to speak to your accountant or tax adviser at your earliest convenience - if they have no idea what this is about, then it might be a good idea to seek out a specialist adviser.