Who is concerned?
This change concerns non-UK entities which own or lease land or property in the UK. Non-UK entities are defined by the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) as “a legal entity (being a body corporate, partnership or other entity that is a legal person under its governing law) that is governed by the law of a country or territory outside the UK”.
Companies that meet the above criteria will need to apply to be put on the register of overseas entities (ROE) in order to buy, sell, rent or place a charge on any UK property. The registration must be done via Companies House, and it is the company’s responsibility to keep it up to date. The register is available for the public to view on Companies House.
Following successful registration, the company will receive a unique Overseas Entities ID which will be required by HM Land Registry to buy, sell, transfer, lease or charge UK property or land.
Key dates to remember
The change took effect on 1st August 2022, upon the implementation of the ECTEA. It means that non-UK entities that don’t currently own UK property but wish to acquire some won’t be able to register as owners of any land with HM Land Registry until they are on the ROE, so the sooner they register the better to avoid any delays post completion.
The change also applies retrospectively to non-UK entities that have owned property in the UK since 1st January 1999 in England and Wales, and 8th December 2014 in Scotland. These companies must submit their application to register by 31st January 2023 at the latest – or they will be unable to deal with their UK property until registered.
Those that disposed of property or land after 28th February 2022 will also need to register and give details of that disposal by 31st January.
How to apply
To make an application, you must:
- provide information about the company itself, any registrable beneficial owners and managing officers of overseas entities;
- send an information notice to each registrable beneficial owner asking them to confirm that the information retained is correct (registrable beneficial owners have one month to reply to notice); and
- the information must then be independently verified by someone acting in course of business carried on but in the UK.
Applications to the register require approval and verification checks from a UK-regulated agent. We can out you in touch with people who can provide this service to you. You must also pay a £100 registration fee.
What are the consequences of not registering?
There are sanctions imposed on those who do not register. This includes limiting the ability to buy, sell, rent out or place a charge on property in the UK. More seriously, there are criminal sanctions for non-compliance with certain parts of the ECTEA.
What is the effect on Real Estate transactions?
The introduction of the ECTEA aims to create more transparency and help law enforcement agencies to identify, investigate and tackle suspicious wealth. Entities involved in real estate transactions will need to be aware of their beneficial owners and managing officers, and have the information readily available.
If you require assistance with anything referred to in this article, we can help. Get in touch with our team of expert Commercial Property lawyers.
