Registering overseas companies in the UK

The UK property market offers exciting opportunities for overseas businesses. However, since August 2022, any overseas entity buying, selling, or transferring UK property or land must register with Companies House. This registration process mandates transparency by requiring disclosure of the entity’s registrable beneficial owners or managing officers. To ensure the accuracy and integrity of this information, a UK-regulated agent plays a critical role. This comprehensive guide empowers UK businesses navigating the Register of Overseas Entities.

What is the Register of Overseas Entities?

Established on August 1, 2022, the Register of Overseas Entities mandates overseas entities to register with Companies House. This registration requirement applies to entities that:

Wish to buy, sell, or transfer UK property or land.
Previously acquired UK property or land: on or after January 1, 1999, in England and Wales and on or after December 8, 2014, in Scotland

For entities falling under the retrospective category, registration with Companies House and disclosure of beneficial owners or managing officers were due by January 31, 2023.

Who Can Use This Service?

Representatives of overseas entities can utilise this service.
Financial institutions and legal professionals acting on behalf of overseas entities can also use this service to streamline the registration process.

What Information Needs Verification?

Before registering an overseas entity, a UK-regulated agent must conduct verification checks on all beneficial owners and managing officers. These checks must be completed within three months of the entity’s registration.

The verification process by your UK-regulated agent will focus on the following details about your overseas entity’s beneficial owners and managing officers:

Full Name
Nationality
Usual residential address (country only)
Date of birth (month and year only)

Please note: The following information will not be publicly available on the register

Home addresses
Full dates of birth
Agent assurance code
Date verification checks were completed
Information about trusts (though it may be shared with HMRC)
Email addresses

How Do You Apply to Register an Overseas Entity?

If you wish to register an overseas entity and its beneficial owners, you’ll need to:

Create or sign in to a Companies House account.
Designate a contact person and provide their email address.
Furnish details about the overseas entity and its beneficial owners or managing officers.
Specify the UK-regulated agent who conducted the verification checks.
Include information regarding any relevant trusts.
Pay the £100 registration fee using a debit or credit card (Companies House payment accounts are currently not accepted).
An agent assurance code is also required if you performed the verification checks as a UK-regulated agent.

Finding a UK-Regulated Agent

The role of a UK-regulated agent is crucial in ensuring a smooth registration process for overseas entities. These agents conduct the mandatory verification checks and streamline the registration itself. Companies House maintains a list of some UK-regulated agents with assurance codes. Remember, this list is not definitive, and you can find all qualified UK-regulated agents who meet the necessary criteria.

The Bottom Line

Registering an overseas entity in the UK and complying with the Register of Overseas Entities might seem complex. However, by understanding the process, what information needs verification, and how to find a qualified UK-regulated agent, you can ensure a smooth registration experience.

Additionally, international companies operating within the UK are required to submit their financial statements in line with a notice for a tax return using the iXBRL format, adhering to the specified XBRL taxonomy. Similarly, companies not headquartered in the UK but engaging in business activities through a permanent setup, branch, or agency on UK soil must also present their trading, profit and loss statements, and balance sheets for the UK entity as part of their tax returns, utilizing the iXBRL format accessible through an iXBRL viewer. In other scenarios, financial reports may be submitted in either the iXBRL format or as PDF documents, ensuring compliance with the XBRL taxonomy standards

Remember, this guide works as a starting point, and it’s always recommended to consult with professional legal or financial advisors for specific guidance on your situation.