For Overseas entities (particularly Branches) – whether already registered at Companies House or not, OR individuals based overseas that wish to buy, sell or transfer UK property this new legislation applies.

Sold Property

The Register of Overseas Entities will come into force in the UK through the new Economic Crime (Transparency and Enforcement) Act 2022.

Overseas entities who wish to buy, sell or transfer property or land in the UK, must register with Companies House, from 1 August 2022 their registrable beneficial owners* or managing officers.

This will also apply retrospectively to overseas entities who bought property or land on or after:

  • 1 January 1999 in England and Wales
  • 8 December 2014 in Scotland
  • All dispositions after 28 Feb 2022

These overseas entities will need to register with Companies House who their registrable beneficial owners or managing officers are by 31 January 2023.

Who will need to register?

Beneficial Owners*

  • an individual person
  • another legal entity, such as a company
  • a government or public authority
  • a trustee of a trust
  • a member of a firm that is not a legal person under its governing law

Who meet 1 or more of the following criteria: (same as a PSC)

  • holds, directly or indirectly, more than 25% of the shares in the entity
  • holds, directly or indirectly, more than 25% of the voting rights in the entity
  • holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity
  • has the right to exercise, or actually exercises, significant influence or control over the entity

Information required

Along with the above, in-depth information on beneficial owners/managing officers is also required, details can be obtained on the government website.

UK Regulated Agent

In order to smooth the process for our clients, Menzies have made an application to be a Regulated Agent.

This enables Menzies to certify that we checked the necessary paperwork, as part of the Registration and annual declaration process.

There are certain restrictions, such as the checks must have been made within 3 months.

Annual Declarations

The legislation is a continuation of the governments drive for transparency and as a result there will be a need for relevant entities to file a statement annually – not dissimilar to existing process that UK companies have currently  with the Confirmation Statement (previously Annual Return).

Penalties for failure to comply          

Fine of up to £2,500 per day or a prison sentence of up to 5 years, together with restrictions when buying, selling, transferring, leasing or charging property or land in the UK.


The is just the start of the government plans for great transparency and to combat money laundering. A similar process of certification is planned to follow for all UK Directors shortly.

Need help or guidance registering as an overseas entity, or unsure whether this applies to you? Contact us below:

    Contact Our Experts

    Company Secretarial Director

    Anna-Lisa Brandini

    Get in touch

    Back to Insights