July 19, 2022 Register of Overseas Entities to launch 1 August 2022

Companies House intends to launch the Register of Overseas Entities on 1 August 2022.

At the time of writing (12 days prior to the launch date), there is still no official guidance from Companies House on how to comply with the Register for Overseas Entities (ROE) or any forms for filing with the Register.

Given that, once launched, we understand that overseas entities will not be able to purchase UK property without registering on the ROE, this is a very short time frame.

However, here at Elemental, we are working hard reviewing the Economic Crime (Transparency and Enforcement) Act 2022, as well as the statutory instruments that have now been laid and will be ready to support our clients with a Register of Overseas Entities Service when the law comes in to force.

How Elemental will help?

Elemental will support our clients and, also, the clients of our partner law firms to register with the Register of Overseas Entities and to make sure they are fully compliant now and in the future.

Verification and Registration

As part of the ROE, a UK-supervised ‘relevant person’ will need to verify the information on the overseas entity and the beneficial owners or managing officers. As a ‘relevant person’ Elemental will support our clients with this verification and will provide the following services:

• Supporting the client to identify the correct disclosures and identifying the beneficial owner(s);
• Verifying the overseas entity, the beneficial owner(s) or the managing officer(s) as appropriate; and
• Registering the Overseas Entity and all necessary verification with Companies House.

Annual Update

Each year the overseas entity is required to update its information with Companies House and for the updated information to be verified.

We will handle the annual update and all the relevant verification that will be required, in the same manner as the original verification and registration.

Service Address

The overseas entity, the beneficial owner(s) or the managing officer(s) need to provide a service address (in addition to their registered office or residential address).

We assume the registered office and residential address will not be included on the public record (although this has yet to be confirmed), but the service address will be public. As we do for directors and PSCs of UK companies, we will provide a service address in the UK to handle all mail received in relation to the overseas entity. This service will be delivered via our secure digital mailroom, allowing easy online access anywhere in the world.

Protection of Information

Although the name of individual beneficial owners will be on the public record, in certain circumstances it will be possible to protect the information of individuals from public disclosure. We understand the process for this will be similar to the existing process for PSCs which is well established.

Individuals can apply to protect their information if they believe the activities of their overseas entity, or the characteristics or personal attributes of the individual when associated with that overseas entity, will put them or the people living with them at serious risk of violence or intimidation.

We can advise the individual on this process and make the application on their behalf.

Other Services

Under the Register of Overseas Entities, there are also other actions required and which require the support of a UK-supervised relevant person. We plan to support our clients with all aspects of the ROE with a comprehensive registration and verification service.

We are continuing to work through the information as it is published by Parliament, Companies House and other bodies.

Once we have a fuller picture, we will provide a further update. However, in the meantime, if you have any questions, please don’t hesitate to contact us.

 

Update: On 1 August 2022, on the day the new rules went live, Elemental was one of the first providers to launch a fully managed Register of Overseas Entities Service for law firms, professional advisors, and clients looking for help with registration and verification.