What is it?

The Register of Overseas Entities is a register maintained by Companies House which requires “overseas entities” that own certain qualifying property in the United Kingdom to provide details of their beneficial ownership.

The register was brought into effect by the Economic Crime (Transparency and Enforcement) Act 2022 to increase transparency particularly around property transactions.

What is an “overseas entity”?

An overseas entity is a legal entity (for example a company) which is governed by the law of a country outside of the United Kingdom.

The definition of “overseas entities” therefore incorporates entities established in the Republic of Ireland, the Channel Islands and the Isle of Man.

When does it take effect?

In Northern Ireland, overseas entities need to register with Companies House if they have purchased a qualifying property in Northern Ireland on or after 1 August 2022 or disposed of one after 28 February 2022.

From 5 September 2022, The Land Registry of Northern Ireland will require overseas entities to be registered with the Register of Overseas Entities before they will accept registration applications for acquisitions or dispositions of qualifying property.

What is a qualifying property?

In Northern Ireland, a qualifying property for the purposes of the Register of Overseas Entities is a freehold estate or a leasehold estate of more than 21 years.

Who is a “beneficial owner”?

Alongside other information, Companies House will record details of the beneficial ownership of every overseas entity.

The Register of Overseas Entities adopts the same definition as that which governs the Register of Persons with Significant Control but, in short, a beneficial owner is one who:-

1. holds more than 25% of the shares in an overseas entity; or
2. holds more than 25% of the voting rights in an overseas entity; or
3. holds the right to appoint or remove a majority of the board of directors of an overseas entity; or
4. has the right to exercise significant influence or control over an overseas entity.

Similar provision applies for trusts and partnerships.

What do I need to do now?

Overseas entities which have or intend to acquire or dispose of property in Northern Ireland should apply to register now with Companies House.

Once Companies House have accepted an application for registration, they will provide the overseas entity with an “Overseas Entity ID”.

It is also important to note that the information, which is provided to Companies House as part of the initial application for registration, needs to be updated annually.

What happens if I do not register?

Failure to register with Companies House is a criminal offence and from 5 September 2022 failure to do so will prevent the registration of any acquisition or disposal of qualifying property in Northern Ireland with the Land Registry.

For further information on the Register of Overseas Entities please contact a member of our Real Estate team on 028 9020 0050.