October 03, 2023

Overseas Entities at UK Companies House

Annual update statement

 

 

Updating requirements for overseas entities at UK Companies House

 

1 August 2023 marked the one-year anniversary of the Launch of the Register of Overseas Entities (OE Register), the OE Register is a register at Companies House UK that was established under the Economic Crime (Transparency and Enforcement) Act 2022 as part of the UK Government’s strategy to combat global economic crime.

The UK Government is also proposing additional improvements to the system through the Economic Crime and Corporate Transparency Bill. This bill is currently in the final stages of legislative process and is anticipated to receive Royal Assent before the year’s end.  The bill is expected to reform the role of Companies House to improve transparency over UK companies and other legal entities.

 

Annual update statement

Every overseas entity on the OE Register must file an ‘Update Statement’ at Companies House. The due date is within one year of the date on which the overseas entities was registered, or within a year of the previous Update Statement.

Companies House service for receiving update statements is now live, you can see the guide for how to file an update here

Important to note that the update statement must be filed no later than 14 days after the due date. After this, the filing will be considered late and must be filed as soon as possible. An update statement can only cover 12 months. If an overseas entity needs to cover more than 12 months, it will need to file another update statement.

 

Noteworthy Considerations

 

  • An update statement must be filed even if none of the information on the OE Register has changed.

  • Any changes and new information must be verified by a UK regulated agent no more than three months before the date of the update statement.

  • If the Registrable Beneficial Owner (RBO) of the overseas entity has changed, verified information about the new RBO must be provided in the update. The update must also include verified information about anyone who became and/or ceased to be a RBO during the update period – which, for this year’s update, will be the period since the overseas entity was first registered.

  • If there are any trusts involved in the registration, even if no amendments need to be made to the trust information, the Companies House on-line service for updating cannot be used and Companies House should be contacted for further guidance. There are similar restrictions for overseas entities that have RBOs or managing officers with personal information protected at Companies House (or who have applied for this protection).

 

If an overseas entity has ceased to be the registered owner of any qualifying property, it is entitled under the legislation to be removed from the OE Register, however no process is yet available at Companies House for this. In the meantime, so long as an overseas entity remains on the OE Register, it should continue to submit its update statement.

 

The UK-regulated agent must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. Fiduciary Group are also able to assist via our London office who have been issued with an Agent Assurance Code to be able to authenticate at registration or when an update statement is filed.

 

Consequences of non-filing and/or late filing

It is a criminal offence not to file an Update Statement, potentially leading to prosecution or a financial penalty (of up to £50,000). The Overseas Entity ID Number will also become invalid until an overseas entities’ record is brought up to date and the update statement is filed. Without a valid ID number, overseas entities cannot buy, sell, transfer, lease, mortgage or charge property in the UK.

 

If you have any queries relating to this brief, please contact us at info@fid.gi for further guidance and assistance.