Register of Overseas Entities that own UK land

Introduction

Overseas entities that own or are seeking to acquire UK land must usually register on the UK’s Register of Overseas Entities and provide details of beneficial owners for addition to a publicly accessible register. This note provides a high-level overview of the Register. 

Overview of the Register

• Registration is required by overseas legal entities that are seeking to acquire or in many cases already own UK land. 

• Overseas entities must register before any new land acquisitions or charges will be recorded by the UK Land Registries. 

• Failure to comply with the registration requirements affects an overseas entity’s ability to buy and sell UK land, and to create a charge over land. Furthermore, failing to update the register, and/or failure to provide required information, is a criminal offence which may result in financial penalties and/or imprisonment.

Definition of overseas entity

• ‘Overseas entity’ means a legal entity that is governed by the law of a non-UK country or territory. 

• ‘Legal entity’ is defined as a body corporate, partnership or other entity that is a legal person under its governing law. Tax residence is not taken into account, so UK tax resident non-UK incorporated companies can be required to register. 

• Trusts do not typically have the legal personality needed to be required to register. However, registration may be required if UK land is owned by corporate trustees or by a non-UK company which is owned by non-UK trustees. 

Overseas entities that must register

• Overseas entities should generally already be registered if they became the registered owner of land in England or Wales on or after 1 January 1999, in Scotland on or after 8 December 2014, or in Northern Ireland on or after 1 August 2022. 

• Different definitions of land apply for the jurisdictions that make up the UK as follows: 

  • England and Wales: a freehold estate in land or a leasehold estate in land which was granted for a term of at least seven years from the date of grant. 

  • Northern Ireland: a freehold estate in land or a leasehold estate in land granted for a term of at least 21 years from the date of grant. 

  • Scotland: A registrable deed which is a standard security or a ‘qualifying registrable deed’, which means a registrable deed which is a disposition, a standard security, a lease or an assignation of a lease.  

Registrable beneficial owners (RBO)

The analysis to determine the identity of an RBO is complex. There are numerous defined terms that need to be worked through and understood; every structure’s analysis is fact and case specific. In broad terms:

• The overseas entity must provide information about its RBOs, and, if an RBO is a trustee, information about the trust. 

• Individuals are RBOs if they are a beneficial owner (as defined) and are not exempt. 

• Legal entities are RBOs if they are a beneficial owner, are not exempt and, either, are subject to their own disclosure requirements or (pending enactment of further legislation) are a beneficial owner by virtue of being a trustee. 

• Governments and public authorities can also be RBOs, though are not considered further in this note. 

• Individuals and legal entities are beneficial owners if they meet one or more of the below conditions: 

1. Directly or indirectly owning more than 25% of the shares in the overseas entity.

2. Directly or indirectly owning more than 25% of the voting rights in the overseas entity.

3. Holding the right, directly or indirectly, appoint or remove the majority of the board of directors.

4. Having the right to exercise, or actually exercising, significant influence or control over the overseas entity. 

5. If the trustees of a trust or members of a partnership, unincorporated association or other entity that is not a legal person under its governing law meet the above conditions in their capacity as trustees etc., any person with the right to exercise, or who actually exercises, significant influence or control over the non-legal entity’s activities. 

6. Broadly, if a person holds an interest as a nominee, the nominee is looked through and the person on whose behalf the interest is owned is a beneficial owner if one of the above conditions is met. In addition, pending enactment of legislation, if the land itself is held by a nominee, the person on whose behalf the land is held is a beneficial owner. 

• If a non-UK nominee company owns UK land, the company itself may need to register.

• The Secretary of State can expand the definition of RBO by way of regulation to include additional persons if the overseas entity is part of a chain of entities that includes a trustee.

• Specific rules apply in relation to limited partners in limited partnerships, such that they do not meet conditions 1-3 by virtue of their limited partnership interest. They may be beneficial owners if conditions 4 or 5 listed above are met.

• Legal entities “subject to their own disclosure requirements” includes UK legal entities registrable on the People with Significant Control (PSC) register, eligible Scottish partnerships within the scope of the Scottish Partnership (Register of People with Significant Control Regulations) 2017 and legal entities registered on the Register of Overseas Entities. 

• Exemptions from being an RBO can apply where individuals or legal entities own their beneficial interests through one or more legal entities if at least one legal entity in the chain is subject to its own disclosure requirements. 

Registering overseas legal entities

Registration applications

• Each overseas entity that applies to register with Companies House must submit a registration application containing:

  • A statement that it has complied with its duty to take steps to identify RBOs. 
  • A second statement concerning the extent to which it was able to identify and gather information about RBOs. 
  • The required information obtained for RBOs.
  • If an RBO is a trustee, information about the trust and a statement as to whether the overseas entity has reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and 
  • The name and contact details of a person who may be contacted about the registration. 
  • Required information obtained by an overseas entity must be verified by a ‘relevant person’. Broadly, this means professionals who must undertake client due diligence under the UK’s anti-money laundering regulations, including external accountants and tax advisors, independent legal professionals and trust or company service providers. Rules apply requiring the relevant person to be independent from an individual whose information they are verifying.

Statements and required information 

Overseas entities must submit one of three statements to Companies House and required information, as set out below.

Updating the register 

• The overseas entity must update Companies House annually, even if there are no changes to report. 

• The update deadline is 14 days after the anniversary of the date on which the overseas entity originally registered. The annual update deadline can be changed by shortening an update period and providing information by an earlier date.  

• Annual updates must include the statements and information that were required for the initial registration (see above). Changes to some of the details of what must be reported are in the process of being introduced. Subject to enactment, this means that additional information may be required even if there have been no changes to beneficial ownership.

• An additional statement that the overseas entity has a reasonable belief that either: 

• • No one has become or ceased to be an RBO during the update period, or

• • At least one person has become or ceased to be an RBO during the update period. In this case, the overseas entity must provide as much information about the RBO(s) as it has been able to obtain, including the date the person became or ceased to be an RBO. 

• Overseas entities will remain on the Register and subject to annual update requirements until a successful application for removal from the Register is made. This may be relevant if an overseas entity no longer owns UK land. 

Obtaining information 

• Overseas entities must take reasonable steps to identify and obtain information about RBOs. This includes giving an information notice to anyone the entity knows or has reason to believe is an RBO in relation to the overseas entity. 

• These information notices must require recipients to, within one month of being given the notice: 

  • State whether or not they are an RBO in relation to the entity. 

  • If so, confirm or correct any information that is specified in the notice and to provide any information that the notice states the overseas entity does not already have; and

  • If the RBO is a trustee, confirm or correct any of the required information about the trust that is specified in the notice and supply any information that the notice states the overseas entity does not already have. 

• Information notices may also be issued to persons that an overseas entity believes knows the identity of an RBO and to legal entities that are beneficial owners but not RBOs. These notices should require recipients to supply any information they have that might help the overseas entity to identify its RBOs, and to state whether that information is being supplied with the knowledge of the person to whom it relates. Recipients of these notices are not required to disclose information that is subject to legal professional privilege, or, in Scotland, to confidentiality of communications. 

• An overview of the information required is included in the Appendix. 

Public access

• Information held on the Register is publicly accessible at Companies House, subject to some limited exceptions. 

• These exceptions include individuals’ usual residential addresses and days of birth (month and year of birth are published). Broadly, information about trusts will only be disclosable if it is otherwise publicly available or if the Secretary of State regulates for it to be more broadly available. Information about RBOs, including trustees, is publicly available. 

• Individuals and overseas entities can apply for information about an individual(s) to be unavailable on the public register and for Companies House to refrain from disclosing protected information about that individual other than in specified circumstances. Applications can be made on this basis if public disclosure of information would put an individual or a person living with them at serious risk of violence or intimidation.   

Next steps

• Unregistered overseas legal entities (even if UK tax resident) that own UK land should consider whether they need to register, either due to already meeting the general registration requirements or because the entity intends to enter into a transaction which will require the entity to register before the relevant Land Registry will record required entries. 

• Where registration is required, the overseas entity will need to issue information notices in order to gather the information required in order to complete the registration. 

• As information obtained by the overseas entity must be verified by a relevant person, the overseas entity should consider who will verify the information obtained. 

• Overseas entities that are already registered should ensure that the register is updated by the relevant annual deadline.