Time is Running out for Overseas Entities Who Own UK Property

The Act has been brought into law in response to the conflict in Ukraine, as a means of targeting money laundering and increasing transparency in the UK. Under the Act, overseas entities that own, or are intending to acquire registered land in the United Kingdom, must have registered with the Register of Overseas Entities (ROE) and identified their beneficial owners on Companies House by 31 January 2023 (the end of the transition period).

Who Does it Affect?

An 'overseas entity' includes any legal entity that is not governed by UK laws. The Act applies retrospectively, and compels overseas entities to have registered where the entity owns, wishes to acquire or wishes to dispose of registered property where the entity was, or will be, registered as the proprietor at the Land Registry pursuant to an application made on or after 1 January 1999.

Overseas entities were required by the Act to provide information in relation to dispositions of land between 28 February 2022 to 31 January 2023 (the six month transitional period as the Act came into force). Otherwise, the Land Registry, where it is satisfied that the registered proprietor is an overseas entity and that entity became registered as the proprietor through an application made on or after 1 January 1999, will enter a restriction on the Land Registry Title Register of a qualifying estate. This means that from 1 February 2023, unregistered overseas entities cannot register a change of interest in their property and therefore will not be able to purchase or sell land in the UK.

Non-Compliance

Failure to register at Companies House before 1 February 2023 also poses the risk of criminal liability (for the entity and every individual officer who is at fault), potentially resulting in up to five years' imprisonment in the most serious cases, a fine, or both.  

What to Do Next?

If you are an overseas entity that will be affected and have not registered, or are potentially engaging with an unregistered overseas entity, you can look at part one and part two of VWV's earlier blogs on this topic for further information. Consider whether the overseas entity is registered, exempt or non-compliant. You should also ensure when reviewing title registers to check if the restriction is in place that prevents unregistered overseas entities from registering a change of interest in the property.

If you are involved with or operate an overseas entity or are a beneficial owner of one and would like to know how we can assist you to comply with the Act, whilst also mitigating the possible effects of the changes, please contact Steven Faragher in our Real Estate team on 07788 214179, or complete the form below.