One of the most significant transparency measures of the last decade in UK corporate law is the Register of Overseas Entities (ROE) at Companies House, which came into force on 1 August 2022. The register requires overseas entities that own (or wish to acquire or dispose of) UK property to register and disclose their beneficial owners — and the consequences of non-registration include criminal offences and an effective freeze on the relevant property.
Who must register
An "overseas entity" for these purposes is a legal entity governed by the law of a country or territory outside the United Kingdom — companies, partnerships with separate legal personality, foundations, and similar bodies. The register applies to:
- Overseas entities that already owned qualifying UK property at the commencement date.
- Overseas entities acquiring qualifying UK property on or after 5 September 2022.
- Overseas entities that disposed of qualifying UK property between 28 February 2022 and 31 January 2023 (for retrospective registration).
"Qualifying UK property" broadly means freehold or registered leasehold of certain durations across England and Wales, Scotland, and Northern Ireland (with sector-specific equivalents in each jurisdiction).
What must be registered
The application to Companies House requires:
- Identifying information for the overseas entity itself — name, country of incorporation, registered office, registration number, type.
- Information about its registrable beneficial owners (RBOs): individuals, other legal entities, or governments meeting the beneficial ownership thresholds.
- If there are no RBOs, information about the managing officers.
- Verification by a UK-supervised "relevant person" — typically a professional firm, law firm, or AML-supervised body — confirming that the information has been independently checked against documentary evidence.
The beneficial ownership thresholds
A person is a registrable beneficial owner if they meet any one of the conditions broadly mirroring the PSC regime for UK companies:
- Hold (directly or indirectly) more than 25% of the shares.
- Hold (directly or indirectly) more than 25% of the voting rights.
- Have the right to appoint or remove a majority of the board.
- Otherwise exercise significant influence or control.
- Have the right to exercise, or actually exercise, significant influence or control over a trust or firm without legal personality that meets one of the above conditions.
The verification requirement
What makes the ROE distinctive is the third-party verification requirement. The information cannot simply be self-certified by the overseas entity; it must be verified by a UK-supervised "relevant person" — an entity supervised under MLR 2017 — who confirms identity and beneficial ownership from reliable documentary sources. Each verification is logged with an "agent assurance code" issued by Companies House. This is closer to the verification standards now developing for UK domestic director verification than to traditional Companies House self-certification.
Annual updates
Registered entities must file an annual update at Companies House confirming that the information remains accurate, or notifying changes. The update is due within 14 days of the anniversary of registration. Failure to update is itself a criminal offence by the entity and its officers.
Consequences of non-compliance
The ROE regime has unusually sharp teeth:
- Criminal offences on the overseas entity and every officer in default, with fines and (for the most serious cases) imprisonment.
- Daily default fines for ongoing non-compliance.
- Restrictions on registration of dispositions: an overseas entity that has not registered, or whose registration has been suspended, cannot register a disposition (sale, charge, lease grant) of the relevant property at HM Land Registry / Land Registers of Scotland / Land Registry of Northern Ireland. This is effectively a freeze on the property.
- Restrictions on registration of acquisitions: the same applies to onward purchases.
Interaction with PSC and UBO disclosures
The ROE sits alongside the existing People with Significant Control (PSC) register for UK companies, the trust register operated by HMRC for UK and certain non-UK trusts, and the beneficial ownership regimes operating in many overseas jurisdictions. For complex international structures, mapping disclosures across each register is now a substantial annual exercise.
Practical implementation
- Identify whether any overseas entity in the structure holds qualifying UK property. This includes intermediate holding companies, not just the immediate landlord of record.
- Map the beneficial ownership chain. Identify each RBO, the basis on which they qualify, and the documentary evidence needed.
- Engage a UK-supervised verifier. Most professional firms can act in this role; the verifier carries personal AML compliance exposure and will want robust evidence.
- File the initial registration and diary the annual update.
- Embed the update in the wider compliance calendar alongside annual accounts and confirmation statement work.
If you have an overseas structure that owns UK property, or are contemplating an acquisition that would bring an overseas entity into the regime, professional advice should be sought. Our business advisory team and external counsel can map the requirement and arrange verification. Reach us through the contact page or book a confidential call.