| Claire Thomson
Following the publication of the Economic Crime (Transparency and Enforcement) Act 2022 in the UK, Irish companies who own property in the UK will now need to register at Companies House, the UK Registrar of Companies. The new Register of Overseas Entities (“ROE”, or “the Register”) targets all overseas entities (i.e., any legal entity that is incorporated outside of the United Kingdom) that own property in any part of the UK, including Northern Ireland. The Register went live on 1 August 2022, and impacted entities have a six-month transition period to register their ownership of property.
The requirement to register applies to the following:
- Any company, or equivalent legal entity, with separate legal personality, that is governed by the law of a country or territory outside the UK (an “overseas entity”); and
- The individuals who have significant influence or control of such an entity, such as through holding more than 25% of the shares or voting rights (its “beneficial owners”).
The legislation does not extend to natural persons who hold property in their own name; the requirement only covers entities that, under law, have a separate legal personality from their owners.
Such overseas entities will be required to identify their beneficial owners, and to register them at Companies House. The ID of the beneficial owners will need to be verified; this will need to be done by a UK business that is supervised for AML purposes, such as auditors, accountants, tax advisors, financial institutions and estate agents. Once registered, an overseas entity ID number will be provided, and the entity will be required to update its information annually, until such time as it successfully applies to be removed from the Register. The ROE will be linked to the UK Land Registry, and the overseas entity ID number will be required when obtaining title from the Land Registry.
The ROE is live from 1 August 2022, and all property purchased by an overseas entity in the UK after that date must be registered. Further, existing property held will also need to be registered, if it was purchased after the following dates:
- 1 January 1999, in England & Wales
- 8 December 2014, in Scotland.
There is no requirement to register property in Northern Ireland that was purchased prior to 1 August 2022.
Disposals will also have to be recorded. Where an entity purchased property after the dates above, and then disposed of it after 28 February 2022, both the purchase and the disposal need to be registered, even though the property is no longer owned by the entity at 1 August. This requirement to register disposals that took place prior to 1 August 2022 does not apply to property in Northern Ireland.
Entities will have until 31 January 2023 to register any existing property holdings.
Examples of registration requirements are given in the following illustrations:
Joe Bloggs lives in Dublin. He owns a property in Brighton, England, which he lets out to students.
Joe Bloggs does not need to register with the ROE; he is an individual, and the registration requirements only cover legal entities.
Joe and Jane Bloggs live in Dublin. They are 50/50 shareholders in J&J Bloggs Limited, a company incorporated in Ireland. J&J Bloggs Limited owns property in Brighton, England, which it purchased on 1 May 1985.
Joe and Jane do not need to register J&J Bloggs Limited, or themselves as beneficial owners, as the property was purchased prior to the date of 1 January 1999. Should the company have purchased further properties after that date, the company would need to register.
Joe and Jane Bloggs, and J&J Bloggs Limited, are as above.
The company purchased property in Glasgow, Scotland, on 1 July 2020.
Joe and Jane will need to register J&J Bloggs Limited as an overseas entity at Companies House and will need to register themselves as the beneficial owners. Their ID will need to be verified by a UK-registered agent.
The same circumstances exist as per Example 3. However, the Glasgow property was disposed of on 1 April 2022.
Joe and Jane will still need to register J&J Bloggs Limited, and themselves as beneficial owners. They will note that the property was purchased on 1 July 2020, and disposed of on 1 April 2022, as the disposal date is after 28 February 2022.
Further details of the Register can be found via the Companies House website.