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Any overseas entity that holds UK real estate needs to declare
the beneficial ownership of that real estate to Companies House by
31 January 2023, or earlier if that entity is buying, selling,
transferring, leasing or mortgaging UK property.
Who does the law apply to?
This legislation applies to any company or other entity that is
incorporated outside of the UK and is in respect of any Freehold or
Leasehold property in the UK.
What do you need to do?
The overseas entity needs to identify the beneficial owners of
the entity which holds the UK property and register the name and
address of the beneficial owners with Companies House.
What is the deadline for compliance?
Overseas entities must have registered by 31 January 2023 or,
where the entity is buying, selling, transferring, leasing or
mortgaging UK property, before transacting.
Is there a requirement to renew?
Registration must be annually renewed in the same form as the
original submission and we can assist with that too.
What is a registrable beneficial owner?
A registrable beneficial owner of an overseas entity is any
individual, legal entity, government or public authority which:
- holds more than 25% of the shares in the overseas entity,
either directly or indirectly;
- holds more than 25% of the voting rights in the overseas
entity, either directly or indirectly;
- has a right to appoint or remove a majority of the board of
directors of the overseas entity;
- exercises, or has the right to exercise, significant influence
or control over the overseas entity; or
- if there is a trust, partnership or other unincorporated entity
which would meet the above criteria if it were a legal person, then
any person who exercises significant influence or control over that
trust or entity is a registrable beneficial owner of the overseas
What information will you need to provide?
Where the beneficial owner is an individual:
- Name, date of birth & nationality
- Usual residential address
- A service address
- The date on which the individual became a beneficial owner
- A statement confirming that the entity has complied with its
Where the beneficial owner is not an individual:
Where it is not possible to disclose the details of persons with
significant control, such as where there are none, or where the
entity cannot identify them, then the entity will need to provide
information on its managing officers. Managing officer has been
defined in the draft legislation as a director, manager or
secretary of an overseas company.
What happens if you don’t register by the deadline?
Failure to comply within the timeframe, will result in
financial penalties for the overseas entity and
potentially prison sentences.
Where an overseas entity already holds UK property, which they
acquired after 1 January 1999, HM Land Registry will enter a
restriction on the title preventing any dealing with the land until
such time as the entity has been registered or is otherwise exempt
For more on our registration and verification services, click
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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