Register of Overseas Entities – Important Deadline – 31 January 2023

Companies House have recently sent out their second reminder to overseas entities who have an interest in property in the UK about the requirement to register in ROE by 31 January 2023.

The Register of Overseas Entities (“ROE”) is now in full operation. Our full briefing on the ROE is available here.  Over 12,000 overseas entities have already registered.

Overseas entities who have disposed of property since 28 February 2022 will also require to notify Companies House of that disposal.

Who does this deadline affect?

You will require to have completed ROE registration by 31 January 2023 if:

1. you are a relevant overseas entity; and
2. bought property or land after 8 December 2014 and the title to that property or land was registered in the Land Register of Scotland

A relevant overseas entity is a legal entity, such as a company or other organisation, that has legal personality and is governed by a law or territory outside the UK.  Please note that this includes the Isle of Man, the Channel Islands and the British Virgin Islands.

Failure to comply – offence provisions and restrictions on dealings

If you fail to comply with registration, overseas entities and their officers are liable to a fine and/or imprisonment.

The overseas entity is also restricted from dealing with their land in any way.  This includes the ability to buy, sell, transfer, lease or create a charge against land registered in Scotland.  A solicitor will be unable to progress your transaction without the overseas entity first having completed registration in ROE.

Since 1 August 2022 when a relevant overseas entity has bought, transferred, leased or charged a property, or sold relevant property, in the UK it has required to have an overseas entity ID in order to apply for registration at the Registers of Scotland.  Registrations on behalf of overseas entities without an overseas entity ID will be rejected.

Verifying and registering an overseas entity in ROE

It is the responsibility of the overseas entity to ensure that they have sought the services of a regulated verifier in the UK and to ensure that their registration has been completed in the ROE prior to instructing us.  Applications may take between 2-14 days to complete.

Davidson Chalmers Stewart LLP is not a UK-regulated agent.  We do not provide verification or registration services for the ROE.   As a firm, we are informed on the latest developments relating to ROE and can provide legal advice as to whether the requirements apply to you.

The government have provided a list of those who will perform verification on your behalf https://www.gov.uk/government/publications/find-a-uk-regulated-agent-to-verify-information-for-an-overseas-entity/list-of-uk-regulated-agents-who-can-complete-verification-checks-on-beneficial-owners-of-an-overseas-entity

Disclaimer 
The matter in this publication is based on our current understanding of the law.  The information provides only an overview of the law in force at the date hereof and has been produced for general information purposes only. Professional advice should always be sought before taking any action in reliance of the information. Accordingly, Davidson Chalmers Stewart LLP does not take any responsibility for losses incurred by any person through acting or failing to act on the basis of anything contained in this publication.