UK introduces new public register of overseas property-owning entities
Legislation name
Economic Crime (Transparency and Enforcement) Act 2022 (the "Act")
What are the key changes?
Creation of a new register
In a substantial shift in the move towards tackling economic crime, a global push towards more transparency in property ownership and increasing the powers of Companies House, the Act introduced, on 1 August 2022, a new public register containing the details of overseas entities which own property and land in the UK (the "Register"). Non-UK entities caught by the Act are now obliged to register both their details, as well as the details of their beneficial owner(s), with Companies House.
Applicable entities
The rules apply to non-UK entities ("Overseas Entities") which will be buying or disposing of freehold or leasehold property or land in the UK.
The Act applies to any entity which is a legal person under the law by which it is governed (e.g. non-UK incorporated companies and LLPs, non-UK incorporated partnerships with a legal personality). Non-UK trusts do not qualify as Overseas Entities as they do not have a separate legal personality but if they hold UK property/land indirectly through an Overseas Entity then they could be caught.
Purchase of land
Overseas Entities which acquired land/property or intend to acquire it in the future will need to apply for registration on the Register.
The requirements apply retrospectively for property or land bought on or after:
1 January 1999 in England and Wales; and
8 December 2014 in Scotland.
The relevant date of the purchase of land or property in Northern Ireland is from 1 August 2022.
Sale of land
Any Overseas Entities which have sold, charged or leased property registered at HM Land Registry since 28 February 2022 will also have to comply with registering the required information.
Non-compliance
Non-compliance with these rules can result in criminal sanctions, including daily fines and/or prison sentences. In addition, HM Land Registry will prevent non-compliant Overseas Entities from dealing with, disposing or registering any land/property until registration requirements are complied with.
What do you need to do?
In summary, any Overseas Entities which holds property in the UK will need to:
Assess who the beneficial owner(s) is/are of the Overseas Entity or, if this is not possible, identify the Overseas Entity's managing officers and collect certain information on these individuals;
Obtain independent verification by a UK-regulated agent of the details collected at 1 above;
Register with Companies House and file the relevant information about the Overseas Entity, any registrable beneficial owners, managing officers and the UK regulated agent which carried out the verification; and
Maintain the information on the Register at least annually.
How can we help?
Should the above apply to you, Computershare Governance Services' dedicated team of governance professionals in the UK can help you review the requirements in detail to navigate these new rules, understand what information you need to obtain and assist with the initial and ongoing filing requirements. These new requirements reiterate the important need for good statutory compliance and our team would be glad to discuss how we can work with you to meet all requirements.