Filing an Overseas Entity Update Statement – What You Must Know

Did you know that it is a legal requirement for all overseas entities with interests in UK property to file an overseas entity update statement with Companies House each year? Indeed, there are currently around 26,000 overseas entities registered with a compliance rate of about 90%. In this article, we will explain what you need to know about filing an overseas entity update statement in the UK.

Do I Need to File an Annual Overseas Entity Update Statement?

One of the main requirements of the Act is to require overseas entities (e.g. businesses and trusts) holding UK land or property to register their interests with Companies House and to keep their information up to date. Once registered, the entity must file an annual update statement to confirm or update details. As such, if you represent an overseas entity with property or land interests in the UK and have registered these, you must file an annual update statement. 

It is essential to be aware that if you do not file an annual update statement, the Act gives Companies House the power to record your non-compliance, invalidate your entity’s registration number and prevent property transactions. 

What Happens If I Do Not File an Overseas Entity Update Statement?

Failure to file an annual overseas entity update statement is critical because:

• The entity will be unable to buy, sell, transfer, lease or charge UK property if it is not registered or fails to file updates
• The entity and its officers may face criminal penalties or fines for non-compliance, and
• The entity’s register entry is publicly searchable, increasing transparency and reputational risk.

What Is an Overseas Entity Update Statement?

An update statement allows registered overseas entities to confirm that the information they have provided remains correct or to make changes where necessary. Remember, it is mandatory to submit an update form annually, even if no changes have occurred. 

The update ensures that the Register of Overseas Entities remains accurate and current, enabling UK authorities to track beneficial ownership and prevent the misuse of UK property for illicit purposes.

What Are the Legal Requirements When Filing an Overseas Entity Update Statement?

The Act imposes a legal duty to file your overseas entity update statement on time once a year, although you can choose to file more often if you wish. Your statement date falls within 12 months of either the date:

• the entity was first registered, or
• of your last update statement.

You have 14 days from the statement date to file your update statement.

If you miss this 14-day window, your filing will be considered late and should be submitted as soon as possible.

Each update statement can only cover a 12-month period. To report beyond that, you must file an additional statement.

What Are the New Pre-Registration Update Rules?

Under the 2023 Act, overseas entities must report any beneficial ownership changes that happened before they registered. This period is called the pre-registration period and runs from 28^th February 2022 to either 31^st January 2023 or the entity’s registration date (if registered before 31^st January 2023).

If the entity owned UK property during that time, you must include details in your next update statement. You must tell Companies House if, during that period, the entity had:

• registrable beneficial owners
• trusts involved in the entity
• trust beneficiaries

All pre-registration information must be verified by a UK-regulated agent within 3 months of the update statement date.

What Checks Should I Complete Before Filing an Overseas Entity Update Statement?

When filing your update statement online, it is recommended to:

Action	What You Need to Do
Review details	Check all information on the register for the overseas entity and its beneficial owners or managing officers.
Update information	Make sure any changes are updated and all details are correct on the statement date.
Verification	Have all new or changed information verified by a UK-regulated agent within three months of the statement date.
New beneficial owners or managing officers	Add their details and include all required information.
When someone has stopped being a beneficial owner	Record the date they stopped being a beneficial owner and confirm their information was correct up to that date.
If someone both became and ceased being a beneficial owner	Record both events accurately within the update statement.
No active beneficial owners	Provide full details for each managing officer instead.

If any information has changed, verification checks must be done by a UK-regulated agent no more than three months before the statement date. Even when there are no changes, the entity must still file the update statement to confirm there are no changes.

What Information Should Be Included When Filing an Overseas Entity Update Statement?

If you need to register new beneficial owners, you should provide details of:

• Beneficial Owners – Individuals
  • Full name, date of birth, nationality
  • Home and correspondence address
  • The date they became a beneficial owner
  • Nature of control (for example, ownership or voting rights)
  • Whether they are on the UK Sanctions ListWhether their personal information is protected or under review at Companies House

• Beneficial Owners – Other Legal Entities
  • Entity name and addresses (registered office and correspondence)
  • Legal form and governing law
  • Public register name and registration number (if relevant)
  • Date they became a beneficial owner
  • Nature of control
  • Whether they are on the UK Sanctions List
• Beneficial Owners – Government or Public Authorities
  • Name, registered office and correspondence address
  • Legal form and governing law
  • Date they became a beneficial owner
  • Nature of control

What Are the Common Issues When Preparing an Overseas Entity Annual Statement?

One of the biggest issues for overseas entities is not taking the time needed to carry out the necessary checks, gather any documents, and complete the verification process. For overseas entities with layered ownership, nominee arrangements or trusts, identifying registrable beneficial owners can slow down the process. In addition, verifying international signatories or foreign directors may require more documentation and coordination with regulated agents. Entities should always allow as much time as possible for this before the 14-day deadline.

Where trusts are involved, the update may require additional information about beneficiaries, trustees and date changes covering the pre-registration period. Entities with nominee structures or layered ownership will need to carefully map out beneficial control and disclosures to ensure that the information provided is correct.

What Is the Role of a Verification Agent?

You will only need to engage a UK-regulated agent if you need to make changes to the information held on the register, adding any new beneficial owners and managing officers. If you are not making any changes, you do not need to engage a verification agent. The rules state that the verification process must be completed no more than three months before the date of the update statement you are filing. 

Only an approved UK-regulated agent can complete verification checks. The agent must be based in the UK and supervised under the Money Laundering Regulations 2017. This can be an individual or an organisation, such as a law firm, accountancy practice, or financial institution.

Remember, if you file your update without using a verified agent when required, you risk having your filing rejected, your Overseas Entity ID invalidated, and liability for the entity and officers.

How Can I File an Update Statement with Companies House?

You can file your overseas entity’s annual statement by completing the process manually online. Alternatively, many overseas entities choose to use a specialist register of overseas entities service provided by third parties such as Uniwide Formations. We can handle the whole process of reviewing, verification, preparation, submission, confirmation, and record-keeping, making the process as straightforward as possible.

What Happens Once an Overseas Entity’s Annual Statement Has Been Filed?

If your overseas entity’s annual statement is accepted by Companies House, the register is updated and remains publicly searchable. If rejected or queries arise, Companies House will contact the entity.

If there are problems with your submission (e.g., missing verification codes, trust disclosures), you may need to file on paper or supply further information.

What Do I Need to Do to Remain Compliant?

To ensure your ongoing compliance, we recommend:

• Storing proof of submission and supporting documents – Keep a copy of the submitted statement, confirmation receipt, verification agent certificate, and any communications with Companies House.
• Monitoring changes during the year and updating as needed – If changes occur (beneficial ownership, structure, trusts), you should update your records and consider whether an earlier update is appropriate. 
• Preparing for future filings and audits – Review your internal processes annually in good time ahead of your next statement date. A proactive approach avoids last-minute rushes and penalties.

Final Words

If you are in charge of filing an overseas entity update statement for your entity, contact a verification agent now to ensure you meet the deadline and your property interests are protected. For advice on filing your overseas entity update statement, please do not hesitate to speak to a member of our team who can assist you.