I have received a letter from Companies House asking me to register information about Overseas Entities – What do I do?

On 1 August 2022 the Companies House Register of Overseas Entities owning UK property went live.  This is part of the Economic Crime (Transparency and Enforcement) Bill (the “Bill”).

Introduction

In April 2022, Gherson’s Criminal Litigation, Investigations and Regulatory Team wrote a blog entitled “What is the Economic Crime (Transparency and Enforcement) Bill and what are the practical implications?”.

As discussed, one of the measures proposed in the Bill was to set up the Companies House Register (the “Register”) of overseas entities owning UK property.

When this Register went live on 1 August 2022, the Team wrote another blog entitled “Register of Overseas Entities owning UK property” explaining the practical implications of the new requirements.

Companies House Letters

Presently, we are dealing with enquiries from individuals who have received a letter from Companies House telling them to register information with Companies House about overseas entities and any beneficial owners.

The letter warns the recipient that non-compliance could result in a fine of up to £2,500 per day or a prison sentence of up to five years.

What to do?

We recommend that anyone receiving this letter considers seeking legal advice.  If the letter is applicable to your case, then you or your agent must register the relevant information online by 31 January 2023.

There are several steps to the registration process, and the consequences of not registering or doing so improperly could be severe. 

What does this mean?

Everyone who receives this letter, including compliance professionals, will now need to ensure compliance with the requirements set out in the letter as soon as possible. 

Specifically:

From 1 August 2022, any foreign company wishing to buy UK property will have to identify its beneficial owner(s) and present verified information to Companies House before any application to the UK’s land registry can be made.

Those overseas entities that already own land in the UK that is in scope will have a six-month transition period starting from 1 August 2022 to register their beneficial owners or managing officers.

Therefore, the retrospective nature of these provisions means that overseas entities holding UK property will have to submit information to the Register within the timeframe.  In addition, an overseas entity that owns or intends to buy land in the UK will have to identify its beneficial owners and to register them with Companies House. 

There are also practical aspects to consider – any information supplied to the Register will have to be verified.  The entity will then be provided with an ID number that will also need to be updated annually.

How Gherson can assist

Anyone who is concerned about these new measures and specifically those relating to the new Overseas Entities Register, and who has received such a letter and would like advice should not hesitate to contact a member of our team.

In addition, our firm has considerable experience in handling asset forfeiture and confiscation proceedings, and we have been involved in the ongoing legal challenge to the first ever UWO, which started back in 2018.

If you have any questions arising from this blog, please do not hesitate to contact us for advice, send us an e-mail, or alternatively, follow us on Twitter, Facebook, or LinkedIn to stay-up-to-date.

The information in this blog is for general information purposes only and does not purport to be comprehensive or to provide legal advice. Whilst every effort is made to ensure the information and law is current as of the date of publication it should be stressed that, due to the passage of time, this does not necessarily reflect the present legal position. Gherson accepts no responsibility for loss which may arise from accessing or reliance on information contained in this blog. For formal advice on the current law please do not hesitate to contact Gherson. Legal advice is only provided pursuant to a written agreement, identified as such, and signed by the client and by or on behalf of Gherson.

©Gherson 2022

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