In summary

• Overseas Entities owning UK land must update their registration in the Overseas Entities Register ("Register") within 12 months of registration or the last annual update.
• All changes must be notified, and nil changes confirmed.
• Changes to the Register must be verified by a UK regulated agent.
• Failure to update may incur financial or criminal penalties and will block UK property transactions.
• Overseas entities should check the date of their overseas entity registration (or last update) and take necessary steps to ensure updating within the required timeframe.

In detail

The Economic Crime (Transparency and Enforcement) Act 2022 introduced, from 1 August 2022, mandatory obligations on overseas entities which own or acquire freehold or registrable leasehold land in the United Kingdom to register in the Overseas Entities Register ("Register") at Companies House, and to disclose their beneficial owners.

Following registration, those details need to be updated annually, to ensure that changes are reflected in the Register. The disclosed information must be accurate as at the end of the update period.

When is the annual update obligation triggered?

The initial annual update is due 12 months from the date of the original overseas entity registration. Overseas entities will have 14 days from that anniversary to complete the update.

Updates can be filed ahead of the annual deadline, but this will reset the filing date for each subsequent year and the next renewal will be 12 months from the last update.

Is an update required if there have been no changes?

Yes, all overseas entities will need to file an update, even if there are no changes.

How can an update be filed?

Updates can generally be filed online by the overseas entity itself or by a UK regulated agent appointed by it. An authentication code will be required before an update can be made. This can be obtained through your Companies House account.

Where there is a Trust, or if anyone involved has their personal information protected at Companies House, a paper application is required.

Does the update need to be verified by a UK regulated agent?

All changes to the information submitted on registration must be verified by a UK regulated agent (such as the one used to process the original registration) no more than three months before the date of the update submission. Where there have been no such changes, verification is not required.

What are the consequences of failing to update the Register?

Failure to complete the annual update at the requisite time renders an overseas entity identification number void. The entity (and potentially every officer) in default of the update requirement commits a criminal offence and will be at risk of fine or prosecution. The sale, leasing, acquisition or charging of the entity's UK land will be blocked until the situation is rectified. 

What should be done in advance of the required update?

Each overseas entity should ascertain the date of its registration or, as appropriate, last update and make a record to ensure the filing deadline is met. This date can be checked either by reference to the entity's filing certificate (if there have been no interim changes to the filing period) or, if not readily available, through searching against its name in the Overseas Entities Register, accessible here.

In advance of the filing anniversary, any information changes since the last filing should be ascertained. Amongst other changes to the recorded information, entities will need to disclose anyone who became, or ceased to be, a registrable beneficial owner during the update period. 

In good time before the annual update, the entity must therefore take reasonable steps to identify any registrable beneficial owners of that entity, and serve a statutorily required information notice on any person it knows or has reasonable cause to believe, is a registrable beneficial owner. Recipients of such notices have one month to provide specified information, and this period should be factored in to the pre-filing timetable.

As with the initial registration, early action is encouraged to ensure that updates are filed on time and penalties averted.