The Economic Crime (Transparency & Enforcement) Act 2022 requires overseas entities that own or acquire property in the UK to register with Companies House.

The UK Government announced on 1 August that the Register of Overseas Entities (ROE) is now live. The register will be delivered by Companies House.

The land registration elements of the Act will come into force on 5 September 2022. This will allow time for those currently engaged in a relevant land transaction to comply with any requirement to register with Companies House and where required, obtain an Overseas Entity ID number before making an application to the relevant land registry.

If you are an overseas entity that owns or intends to purchase property you should start planning for these requirements now.

Visit the Companies House section of the UK Government website to access the register as well as guidance on its scope and how to apply.

The new register on Overseas Entities is live

Guidance on how to register an overseas entity

Agent assurance codes for registering an overseas entity

If, after considering the guidance provided by Companies House, you do not know what effect the Act will have on your plans, you should take legal advice.

How will this affect land registration in Scotland?

From 5 September 2022, the Keeper of the Registers of Scotland will be under a duty to reject certain land register applications involving entities who do not comply with the requirements of the Act.

To support the introduction of ROE, Registers of Scotland will introduce new questions on the land register application form that will assist parties transacting with property in meeting any additional duties they have arising from the scheme.

The new questions on the form have been made available now to coincide with the wider commencement of ROE on 1 August. However, the land register provisions do not commence until 5 September.

This means, if you are an overseas entity in scope of the land registration elements of the Act, you will only need to answer ‘yes’ to the question confirming you are required to comply with its duties from 5 September onwards.

Overseas entities who already own or tenant land or property in Scotland and have done so since 8 December 2014 will have 6 months from 1 August to register in ROE.

Visit the RoS Knowledge Base to find out more.

ROE and Register of Persons Holding a Controlled Interest in Land (RCI)

A registration of an overseas entity in ROE will not remove any duty on the overseas entity should they be required to register in the Register of Persons Holding a Controlled Interest in Land (RCI).

When RCI and ROE were initially in policy development the view of both the Scottish Government and the UK Government was that double reporting should be avoided where possible. Our current understanding is that this has not changed and that the Scottish Government will consider the extent of duplication once the new ROE is operational and then decide whether it is appropriate to amend the RCI regulations.

It’s important to note that in the meantime, overseas entities that are in scope of RCI must register irrespective of ROE and make arrangements to comply with RCI legislation ahead of the transition period ending and criminal offences coming into force in April 2023.

You can find out more on our RCI pages.