Register of overseas entities (‘ROE’) update statement and future changes
Overseas entities holding UK land and property, will be required to file an update statement, providing details of any changes since the initial ROE registration. Where details in the register need to be updated, those changes will need to be verified by a verification agent. There are also changes to the rules expected in 2024. Further details of these changes will be published in a separate note once the full details have been released.
Background
The ROE was setup by Companies House last year to disclose the beneficial owners of UK land and property held by overseas entities, with some details shown publicly on the Companies House register.
The process of registration required the details of the beneficial owner(s) to be verified by a verification agent, by reviewing original or certified documentation.
There was a 31 January 2023 deadline for the initial registration.
Companies House have powers to raise financial and criminal penalties where the rules are not met.
An overseas entity is also not able to register the purchase or sale of UK property at the Land Registry, without first registering and obtaining a ROE number.
Each overseas entity registered at Companies House is required to file an annual ‘Overseas Entity Update Statement.’
What is the overseas entity update statement
The Overseas entity update statement is similar to a confirmation statement for a UK company, an annual update in respect of the overseas entity.
Where there have been no changes to the overseas entity during the period, this will be confirmed in the update statement.
Where there have been changes (or if any details need to be updated from the initial registration), then these changes need to be disclosed and also verified by the verification agent.
However, unlike the confirmation statement, Companies House will not be sending reminders to overseas entities to file their update statements. Therefore, overseas entities will need to be organised to not miss the deadline for filing. It is therefore recommended that the update statement is filed as soon as possible.
