What happens if an overseas entity that holds an interest in UK land failed to register on the register of overseas entities (ROE) by the 31 January 2023 deadline?

What can an overseas entities do if it discovers that information on the publicly accessible register is not correct?

Overseas entities that have failed to register

The deadline for an overseas entity holding a freehold interest in UK land, or a leasehold interest granted for more than seven years (which it became the registered owner of after 31 December 1998) to register on the register of overseas entities (ROE) was 31 January 2023. Despite this there are reportedly several thousand overseas entities that failed to register on time – this could be because they failed to realise they had to register, they are still trying to obtain the information needed to register or they were unable to get the required verification checks done in time.

An overseas entity that has failed to register on the ROE with Companies House, and provide the required information on its registerable beneficial owners, will be unable to sell, lease or charge its interest in UK land. A restriction has been placed on the registered title of all overseas entities holding a relevant interest in UK land preventing the overseas entity from dealing with the land interest unless it has registered and obtained an Overseas Entity ID. The overseas entity and its officers are also liable to civil and criminal penalties for failing to register. While we are not aware of any enforcement action having been taken so far and there are practical questions as to how enforcement would take place in certain jurisdictions, enforcement could still take place at any time.

Can an overseas entity get inaccurate information removed from the ROE?

There may be cases where, possibly in the rush to register on the ROE before the deadline, incorrect information was submitted to Companies House - for example, the residential address of one of the beneficial owners may have been provided as their service address in error.

Currently, it is not possible to get factually inaccurate information, or information submitted without authority, removed from the ROE. It is possible for an overseas entity to make a second filing (in paper format) changing the incorrect information, however, the original filing will remain on the register and available to the public through the filing history.

However, draft regulations have now been published which will provide a process for applying for the removal of material from the ROE on the grounds that it derives from anything that was done without the authority of the overseas entity or from anything invalid or ineffective, or is factually inaccurate. An application can be made by the overseas entity, and, where the application is for the removal of factually inaccurate information, by the person who delivered the information to the registrar or to whom the material relates.

It is worth remembering that, where a trustee of a trust is a registerable beneficial owner of the overseas entity, information disclosed about the trust (including the settlor and beneficiaries) will not be publicly available. Any inaccurate trust information which has been provided to Companies House should, however, be corrected as soon as possible after an overseas entity becomes aware of it.

If you have any questions on the Register of Overseas Entities and how the rules affect you, please get in touch.

This article forms part of a series on transparency issues, including articles covering:

• the latest UK disclosure obligations
• beneficial ownership registers and trusts acquiring UK land
• Register of Overseas Entities - changes impacting trust structures and requiring additional information
• is public access to UK beneficial ownership registers here to stay?
• enhancements to the UK corporate beneficial ownership register – the Register of Persons with Significant Control.