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NEW REGISTER OF OVERSEAS ENTITIES GOES LIVE

Last updated: 01 Aug 2022 12:01 Posted in: Anti-money laundering

The new register is being introduced by the Economic Crime (Transparency and Enforcement) Act and will launch on 1 August 2022. It will be held by Companies House. The register forms part of the government’s strategy to combat economic crime, while making sure that legitimate businesses continue to see the UK as a great place to invest.

Overseas entities that own UK land or property will be required to declare their beneficial owners or managing officers. There will be severe sanctions for those who do not comply, including restrictions on buying, selling, transferring, leasing or charging their land in the UK.

Verification checks

Before an overseas entity can be registered, a UK-regulated agent must complete verification checks on the information that the overseas entity intends to provide to Companies House. This includes information about the entity’s beneficial owners and/or managing officers. The agent will need to complete and sign a statement confirming that they have carried out these checks and submit it to Companies House. Read more about what is required for verification checks.

The agent must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

The agent that carries out the verification checks must not work in-house with the overseas entity (for example, as an in-house legal advisor), and verification checks must be completed no more than 3 months before the overseas entity is registered. It’s an offence for a person, either knowingly or without reasonable excuse, to provide misleading, false, or deceptive information.

The Department of Business, Energy, and Industrial Strategy (BEIS) will shortly be publishing guidance to provide more clarity on what is required for verification checks.

The following information about the agent who has completed the verification checks will be publicly available on the Register of Overseas Entities:

  • name of agent
  • correspondence address
  • the agent’s supervisory body
  • the agent’s Anti Money Laundering (AML) registration number (if applicable)
  • the name of the person with overall responsibility for the verification checks (if the agent is an organisation)

Agent assurance codes

The pre-registration service to request an assurance code is now open.

Agents will require an agent assurance code before they can verify or file on the overseas entity’s behalf.

Companies House advises that it will be quicker and easier for an overseas entity to be registered by the same UK-regulated agent that carries out its verification checks. 

The assurance code is the equivalent of a signature and confirms that the UK-regulated agent has carried out verification checks on an overseas entity. If the agent is an organisation, only one code is required for the whole organisation. This code can then be used for every overseas entity that the agent carries out verification checks for and registers.

Read about how UK-regulated agents can request an assurance code from Companies House.

Transition period

Overseas entities who bought property or land on or after:

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

will have until 31 January 2023 to register with Companies House and confirm who their registrable beneficial owners or managing officers are. For Northern Ireland, overseas entities only need to register property or land bought on or after 1 August 2022.

Entities that disposed of property or land anywhere in the UK after 28 February 2022 will also need to register and give details of that disposal, even if that entity is now otherwise out of scope of the requirement to register with Companies House.