On 1 August 2022, the Register of Overseas Entities (the “Register”) under the Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”) came into force. In a nutshell, any overseas entity wishing to buy, sell, lease or charge property in the UK will need to register verified information relating to their beneficial owners or managing officers at Companies House. While the Act affects the UK, this note sets out the position in England and Wales.

Property Implications
On 5 September 2022, the Act prevents HM Land Registry (“HMLR”) from registering an overseas entity as a proprietor of a qualifying estate (i.e., a freehold estate in land, or a leasehold estate in land granted for more than seven years (“Qualifying Estate”)) unless it has first obtained an overseas entity ID (“OE ID”) or a limited exemption applies. A key date is 5 September 2022, since, from that date, overseas entities will not be able to register their asset with HMLR if they have not undergone the verification process with Companies House. Overseas entities should therefore act promptly to register with Companies House.

Essentially, the requirements mean that:

a) overseas entities registered as proprietors of land in England and Wales at HMLR on or after 1 January 1999 will need to register their beneficial owners or managing officers at Companies House by 31 January 2023; and

b) overseas entities looking to buy, sell, transfer, lease, or grant a charge of a Qualifying Estate on or after 5 September 2022 will need to register with Companies House, otherwise the disposition cannot be registered at HMLR.