Overseas entities' property ownership information may be permanently publicly available in UK

Thursday, 26 January 2023
As the 31 January 2023 deadline approaches for the registration of foreign ownership of UK property on the country’s register of overseas entities, it has been noted that overseas entities that register and then dispose of their property may never be able to get their beneficial ownership information removed from public display.
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The register, held at Companies House, was established in August 2022 under the mandate of the Economic Crime (Transparency and Enforcement) Act 2022. Overseas entities that already owned property in the UK when it came into effect were granted a transition period to record verified details of their beneficial ownership on the register. That period ends on 31 January 2023. The process cannot be completed without a UK-regulated agent and third-party verification of the information is needed.

Failure to register or to update the information annually will usually prevent the entity selling or leasing the land or creating a charge over it, as the other party would be unable to register the transaction with HM Land Registry. The entity and its directors can also be fined. However, entities do not need to register if the land or property was bought before 1 January 1999 in England and Wales, 8 December 2014 in Scotland and 1 August 2022 in Northern Ireland.

New guidance has now been published, advising overseas entities how to register and clarifying the information required, for example regarding persons with significant control over a trust.

The information on the register will be publicly available, but the Act contains provisions for an entity that disposes of its interest in UK land to apply for removal from the list of registered overseas entities. However, law firm Macfarlanes notes that the explanatory note to s.9 of the Act shows that a successful application for removal does not lead to the deletion of any information, although the entity need no longer keep it up-to-date. The entry on the register relating to that entity will then continue to reflect the ‘historic information previously provided’, until those records are archived at the Public Record Office.

It would have been natural to assume that 'removal' meant total removal of all records from the register, said law firm Macfarlanes. 'However, we would expect that at least until any further clarification is published, Companies House will follow the approach set out in the explanatory note, on the basis that this is consistent with the intention of Parliament', it added.

'It may be that the government and Companies House themselves are still figuring out the practical effects of the provisions, which would be unsurprising given that [the Act] was fast-tracked through Parliament following the invasion of Ukraine', said the firm.


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