An overseas entity that owns UK property, or wants to buy, sell, lease or charge it, must be on the Register of Overseas Entities at Companies House and must disclose its registrable beneficial owners, or its managing officers if it has none. Every detail must be checked by a UK regulated agent before it is filed, and an update statement must be delivered every year, even when nothing has changed. If the entity is not registered, or lets its registration lapse, it cannot deal with the property and its officers commit an offence.

Which overseas entities have to register?

The register was created by Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 and opened on 1 August 2022. Section 2 of the Act defines an overseas entity as a legal entity governed by the law of a country or territory outside the United Kingdom, and a legal entity as a body corporate, partnership or other entity that is a legal person under its own law. A Jersey company or a foreign partnership with legal personality can be caught; an individual holding property personally is not.

The register is retrospective. GOV.UK guidance says an entity is in scope if it owns property bought on or after:

  • 1 January 1999 in England and Wales;
  • 8 December 2014 in Scotland;
  • 5 September 2022 in Northern Ireland.

In England and Wales the rules bite on a “qualifying estate”, defined in Schedule 4A (inserted into the 2002 Act governing registered title by Schedule 3 to the 2022 Act) as a freehold, or a leasehold granted for a term of more than seven years. Entities that already owned property had until 31 January 2023 to register, and had to state whether they had disposed of any property since 28 February 2022.

This is a different regime from the registration of a branch or place of business. An overseas company that trades from UK premises registers a UK establishment under separate regulations, and that does not satisfy the duty to join this register if it also owns UK property.

Who is a registrable beneficial owner?

Paragraph 6 of Schedule 2 to the Act sets five conditions. A person is a beneficial owner of the entity if they:

  1. hold, directly or indirectly, more than 25% of the shares;
  2. hold, directly or indirectly, more than 25% of the voting rights;
  3. hold the right to appoint or remove a majority of the board;
  4. have the right to exercise, or actually exercise, significant influence or control; or
  5. have significant influence or control over a trust or firm whose trustees or members meet one of the other conditions.

A registrable beneficial owner can be an individual, a legal entity that is subject to its own disclosure requirements, or a government or public authority. Part 4 of Schedule 2 exempts a person whose interest is held only through a legal entity that is itself subject to its own disclosure requirements, so a parent listed or registered elsewhere can sometimes be shown instead of the people behind it. If no registrable beneficial owner can be identified, or the list is incomplete, the entity must give details of its managing officers, meaning its directors, managers or secretary.

Where trustees are registrable owners, the trust’s name and creation date and details of its beneficiaries, settlors, grantors and interested persons must also be filed. The entity must also say whether any owner is on the UK Sanctions List.

What is published and what stays private?

The entity gives its name, country of formation, registered and correspondence addresses, email, legal form, governing law and any foreign register number. For individual owners it gives full name, date of birth, nationality, addresses, the date they became an owner and the nature of their control. GOV.UK confirms that home addresses, full dates of birth (only month and year are shown), trust information, the agent assurance code, verification dates and email addresses are not published. Companies House shares register information with HMRC.

How does verification by a UK regulated agent work?

Section 16 requires the information to be verified before an application to register, an update statement or an application for removal. Under the GOV.UK guidance the checks must be done by a UK based agent supervised under the Money Laundering Regulations 2017, and must be completed no more than three months before the registration. The agent needs an agent assurance code and must give a verification checks statement unless it is also filing the application. The agent’s name must match exactly across the submissions, or the application may be rejected.

Our guides to verifying beneficial owners and due diligence on overseas clients cover the method, and acting for overseas entities is usually a trust or company service provider activity.

When is the annual update statement due?

Section 7 imposes the updating duty. Under section 7(9) the first update period is the 12 months beginning with the date of registration, and each later period is the next 12 months. The statement must be delivered within 14 days after the end of each update period. Section 7(10) lets the entity shorten a period by notifying the registrar and filing within 14 days of the shortened period ending.

The statement must confirm or update every entry, say whether anyone has become or ceased to be a registrable beneficial owner during the period (with dates), and confirm compliance with the section 12 duty to take steps to identify owners. GOV.UK says verification is needed for any information that changes and any new owner or managing officer, again no more than three months before the statement date. If nothing changes, no new checks are needed, but the statement must still be filed.

The Companies House fees page shows £250 to register online (£528 on paper), £134 for an online update statement (£268 on paper) and £301 to apply for removal online (£602 on paper). A requirement to report ownership changes between 28 February 2022 and registration was announced for 31 July 2025 and then postponed, so check the current position before filing.

What happens if an entity does not register or update?

Paragraph 3 of Schedule 4A requires HM Land Registry to enter a restriction on titles where an overseas entity became registered proprietor on an application made on or after 1 January 1999. The restriction stops a sale, a long lease or a charge being registered unless the entity is registered or exempt, subject to narrow exceptions such as court orders and sales by a lender. Schedules 4 and 5 to the 2022 Act make similar provision for Scotland and Northern Ireland. GOV.UK states that if the update statement is not filed, the Overseas Entity ID becomes invalid and Companies House adds a note to the public record.

Failing to comply with the updating duty is an offence under section 8 by the entity and every officer in default. In England and Wales the penalty is a fine plus, for continued contravention, a daily default fine of up to the greater of £2,500 and one half of level 4 on the standard scale. In Scotland and Northern Ireland it is a fine up to level 5 and a daily default fine up to one half of level 5.

Section 39 also allows the registrar to impose civil financial penalties where satisfied beyond reasonable doubt that an offence has been committed. Companies House’s published approach sets penalties per property, using Council Tax band first, then rateable value or the House Price Index. For example, where rateable value is used, a value under £50,000 gives £10,000, £50,000 to £100,000 gives £20,000 and over £100,000 gives £50,000. Unpaid penalties can be enforced through the courts, which may result in a charge over the property.

How does this work in practice?

Illustration only. A company incorporated in Guernsey bought a London flat on a 125 year lease in 2010. It is owned 60% by Ms A and 40% by Mr B, so both are registrable beneficial owners under condition 1. It registered on 1 November 2022.

  • Its update periods run from 1 November to 31 October, so the statement for the period ending 31 October 2026 is due by 14 November 2026.
  • In June 2026 Mr B sells half his shares to Ms C. Mr B now holds 20% and Ms C 20%, so neither passes the 25% tests. Unless either has significant influence or control, Mr B must be shown as ceasing to be a registrable beneficial owner, with the date, and Ms C is not added.
  • If the company misses the deadline, its ID becomes invalid and a planned sale of the flat cannot be registered until it catches up.

What mistakes come up most often?

  • Assuming that nothing needs filing because nothing changed. The statement is annual regardless.
  • Applying the 25% test to the first layer only. Holdings are counted directly or indirectly, so look through intermediate companies.
  • Using verification checks that are more than three months old, or an agent name that does not match the agent’s registration.
  • Applying for removal while still the registered proprietor. GOV.UK says such an application is rejected, and details stay on the public register after removal.
  • Forgetting the tax side. A non resident company with a UK property business is within corporation tax under section 5(2) of the Corporation Tax Act 2009, and a company owning a UK dwelling may also face the annual tax on enveloped dwellings.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.