UK’s Register of Overseas Entities (“ROE”)

11th August 2022

What is it?

The ROE is the UK’s application of the requirement to register the beneficial owners of overseas companies that own UK land and property. It requires all companies owning UK land and property to provide details of their beneficial owners to the Companies House; if suitable details aren’t provided, the entities will be prohibited from selling the land or property in the future.

The ROE will come into force on the 1st of August 2022 through the “Economic Crime (Transparency and Enforcement) Act 2022”. The Act requires overseas entities to share details of who their “registerable beneficial owners” or “managing officers” are. These terms are defined within the Act, and so companies holding interests in UK land and property are advised to ensure that they familiarise themselves with the criteria or seek advice on their requirements.

This new ruling will also apply retrospectively to overseas entities who bought land or property on or after:

– 1 January 1999 in England and Wales

– 8 December 2014 in Scotland

The deadline to inform Companies House of any retrospective acquisition is 31 January 2023. Entities which have disposed of property or land after 28 February 2022 will also need to register with Companies House by this date.

Failure to comply with the Act could lead to a fine of £2,500 per day or a prison sentence of up to five years. Additionally, restrictions will be imposed on those entities who have not registered, meaning buying, selling, transferring, leasing or charging property or land in the UK will be prohibited.

What you can do

If you would like to know whether this Act applies to you, please contact us to arrange a consultation with an international tax adviser to determine the necessary steps to ensure compliance is achieved.