2 August, 2022
The new Register of Overseas Entities is being introduced by the Economic Crime (Transparency and Enforcement) Act and launched on 1 August 2022. It will be held by Companies House. The register forms part of the government’s strategy to combat economic crime.
Overseas entities that 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 tell them who their registrable beneficial owners or managing officers are.
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.
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.
The agent must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.
They can be individuals or corporate entities, such as:
• credit institutions
• financial institutions
• auditors, insolvency practitioners, accountants and tax advisers
• legal professionals
• trust or company service providers
• estate agents and letting agents
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
Agents will require an agent assurance code before they can verify or file on the overseas entity’s behalf.
Companies House advise 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.
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