Register of Overseas Entities: Our Guide & Services

The UK’s “Register of Overseas Entities” requires all overseas organisations owning or acquiring British property to register and disclose their beneficial owners. Compliance is essential to avoid severe penalties, fines, or property transaction delays. This guide clearly explains your legal obligations, critical deadlines, potential risks, and shows how professional support can simplify the process, ensuring smooth, risk-free UK property management.

What is the Register of Overseas Entities?

The Register of Overseas Entities (ROE) was introduced by the UK government under the Economic Crime (Transparency and Enforcement) Act 2022 and came into effect on 1 August 2022. The ROE records beneficial owners of overseas organisations that own property in the UK. Its primary aim is to increase transparency and prevent illicit funds from entering UK real estate.

Any overseas legal entity — including companies, partnerships, and other organisations — must register if it owns, buys, or sells property in the UK. Registration requires providing details about the entity itself, its beneficial owners (individuals or entities that ultimately control the organisation), and, in some cases, its managing officers.

The Register of Overseas Entities is publicly accessible via the Companies House “Find and update company information” service. However, sensitive personal data such as home addresses and complete dates of birth remain confidential.

Registering an Overseas Entity

Who Must Register and When?

Any overseas entity that currently owns or plans to own UK property must register on the Register of Overseas Entities (ROE). This includes foreign companies, partnerships, trusts with legal personality, and other non-UK legal organisations holding freehold property or leases exceeding 7 years.

Registration also applies retrospectively to entities that acquired property or land on or after the following dates:

• 1 January 1999 in England and Wales
• 8 December 2014 in Scotland
• 5 September 2022 in Northern Ireland

These overseas entities were required to register by 31 January 2023.

Entities that disposed of (sold) property or land after 28 February 2022 must also register and provide details of those disposals.

For new property transactions, any overseas entity intending to buy or register new property in the UK must register on the ROE before completing the purchase. Since 5 September 2022, HM Land Registry will not process property transactions — including purchases, transfers, leases, or mortgages — unless the overseas entity presents a valid Overseas Entity ID (OE ID). International investors using overseas entities must therefore obtain their OE ID prior to completing any property transaction.

What Information Do You Need to Provide?

When registering an overseas entity, you must supply detailed information, including:

• Entity’s full name, country of incorporation, registered office, and correspondence address.
• Legal form and governing law.
• Email address (Companies House uses this to send your Overseas Entity ID).
• Public register details and registration number, if available.

You must also provide detailed information about all beneficial owners — individuals or entities holding over 25% ownership, voting rights, or significant control, including their names, dates of birth, nationalities, and both home and correspondence addresses. You must declare whether any beneficial owner is listed on the UK Sanctions List or has protected personal information at Companies House.

If beneficial owners cannot be identified, managing officers’ details must be provided instead, including their full names, addresses, nationalities, and roles within the entity.

Additionally, if your overseas entity has disposed of UK property since 28 February 2022, you must report the deed or title number, disposal date, and details of any additional beneficial owners or managing officers involved at that time.

If trustees of a trust are registrable beneficial owners, you must also provide information about that trust. This includes the trust’s name, creation date, and details about trustees, settlors, beneficiaries, and interested persons. You must also report former beneficial owners linked to the trust, including their roles and the dates of their involvement.

For a complete breakdown of all required information, see the full list provided by Companies House.

Step‑By‑Step Registration Process

Registering an overseas entity follows a straightforward process. Completing each step carefully reduces queries from Companies House and keeps conveyancing on schedule:

1. Pre-engagement review – Confirm whether your entity must register and gather its constitutional documents and ownership structure.
2. Identify beneficial owners – Anyone holding more than 25% of shares, voting rights or control, as well as certain trustees and partners, must be registered.
3. Gather evidence – Collect passports, proof of address and, for corporate owners, certificates of good standing and extracts from official registers.
4. Verification by a UK-regulated agent – An approved agent carries out anti-money-laundering checks, verifies evidence, conducts electronic screening and documents the verification process.
5. Prepare the Companies House application – Provide full entity details, information on beneficial owners, managing officers and the agent assurance code.
6. Submit application online and pay fee – Your agent files the application securely online and pays the relevant government fee.
7. Receive your Overseas Entity ID – Companies House emails the unique ID, enabling the property transaction to complete.

Most straightforward registrations complete within 3 to 5 working days. Complex ownership structures, particularly those involving trusts or multiple layers, require additional verification time.

Annual Update Statement Filings for Overseas Entities

If your overseas entity owns UK property, staying compliant with the Register of Overseas Entities (ROE) is not a one-time task. You must file an annual update statement every year, even if no details have changed. Missing this deadline is a criminal offence and can invalidate your Overseas Entity ID, preventing property transactions.

What is an Annual Update Statement?

An annual update statement confirms whether the information on the ROE is still accurate. You must file it within 12 months of your last update, with a 14-day grace period. Even if nothing has changed, filing is mandatory. Failure to do so can lead to prosecution, fines, and restrictions on your property dealings.

Our Annual Update Filing Service

Uniwide Formations offers a comprehensive service to manage your annual update:​

• Information Review: We check for changes in ownership, addresses, or other key details.​
• Verification of Changes: If there are updates, we conduct the required verification through our UK-regulated agent status.​
• Preparation and Submission: We prepare and file your update statement via the Companies House online service, handling the official filing fee.​
• Confirmation and Record-Keeping: We confirm the submission and maintain records for your compliance trail.​

Mid-Year (Ad Hoc) Update Filings

While annual updates are mandatory, you can file additional update statements throughout the year if there are changes to your entity’s information. These mid-year filings are optional but can be beneficial for keeping your records current. Any changes must be verified by a UK-regulated agent within three months before filing.​

We can assist with both annual and mid-year update filings, ensuring your overseas entity remains compliant with UK regulations.​

Removal from the Register of Overseas Entities (Deregistration)

If your overseas entity no longer owns UK property, you may apply to remove it from the Register of Overseas Entities (ROE). Deregistration formally ends your ongoing obligations to file annual updates. You should apply soon after selling or transferring your last remaining property to avoid unnecessary administrative costs.

Before applying for removal, your overseas entity must meet certain criteria:

• All UK properties must have been sold or transferred.
• All ROE annual updates must be current, with no filings pending or overdue.

Companies House requires a final confirmation of your details as part of deregistration. If changes occurred since your last update, we carry out the necessary verification checks. This step ensures your entity’s information is accurate at the point of removal.

Uniwide Formations completes your deregistration application via Companies House’s online service, including:

• Providing your Overseas Entity ID and authentication code.
• Submitting verified changes (if applicable).
• Coordinating payment of the £706 removal fee, which covers property ownership checks.

After Companies House removes your entity, you no longer have ROE obligations, including annual filings. We provide you with official confirmation documents, reassuring potential buyers or partners that your entity is fully deregistered.

What happens if you do not comply with the ROE rules?

Ignoring your ROE registration obligations can create major legal and financial problems. UK authorities actively enforce these rules to maintain transparency. Consequences for non-compliance can significantly disrupt your business plans and include:

• Blocked property deals: Without registration, HM Land Registry will not allow you to buy, sell, lease, or mortgage UK property.
• Criminal charges: Failure to register is a criminal offence. Both your company and directors may face unlimited fines or imprisonment up to five years.
• Daily penalties: The government may issue daily fines for each day your business remains non-compliant, rapidly increasing your costs.
• Annual update fines: You must update your registration annually. Failing to do so carries fines of up to £50,000 and suspends your Overseas Entity ID.
• Land Registry restrictions: Restrictions on your property titles prevent transactions until your compliance is restored.

These penalties are entirely preventable. Timely registration and regular updates protect your business from unnecessary costs and legal actions.

Companies House approved agent – Uniwide Formations

Navigating the Register of Overseas Entities (ROE) rules can be complicated, especially for entrepreneurs based outside the UK. Appointing a Companies House approved agent makes compliance simpler. Agents authorised by Companies House handle mandatory identity verification and submit your ROE registration on your behalf, meeting UK regulations. UK law requires overseas entities to use an approved agent for identity checks; registration is not possible without this step.

Uniwide Formations is an authorised Companies House agent, holding an official Agent Assurance Code. We carry out verification checks and submit the required statements directly to Companies House. This ensures your entity meets UK anti-money laundering (AML) rules without delays. As experts in UK company formation, we help overseas entrepreneurs easily understand and complete these compliance tasks.

Verification Checks by a UK‑Regulated Agent

Verification of beneficial owners and managing officers is a key step of the ROE process. A UK-regulated agent must confirm the identity of these individuals before registration. Uniwide Formations offers comprehensive verification services, including:

• Identity Checks:
  We verify the identities of all beneficial owners and managing officers. Usually, this involves checking passports, photo IDs, proof of address, and cross-checking databases.
• Ownership Confirmation:
  We confirm beneficial owners truly meet UK legal criteria, such as holding more than 25% ownership or voting rights. This can involve reviewing corporate documents, trust structures, or other ownership evidence.
• Formal Verification Statement:
  After checks are complete, we submit the required verification statement directly to Companies House. Alternatively, we can provide you with a signed Agent Assurance Code if you prefer filing independently.

Our verification service ensures full compliance with UK requirements. We conduct checks quickly, accurately, and confidentially, so your registration proceeds without obstacles.

Pricing and Service Details

Service	Fee (excl. VAT)	Companies House Fee
Core Compliance Filings
Overseas Entity Registration ¹	From £750	£234
Annual or Mid‑year Update Statement Filing²	From £400	£234
Verification Services
Verification Checks³	From £150 per person	N/A
Trust Verification⁴	From £900	N/A
Trust Update⁵	From £450	N/A
Additional Services
Removal from Register	£600	£706
Service (correspondence) address	Standard service‑address fees	N/A

Notes

1. Overseas Entity Registration – Includes verification of the overseas entity and up to two beneficial owners or managing officers. Each additional party is billed at the Verification Checks rate.
2. Update Statement – Covers filing with no changes or basic changes (for example, contact‑detail updates). Any new or amended beneficial owners, managing officers, or trust parties require Verification Checks; trust changes also attract the Trust Update fee.
3. Verification Checks – Fee applies per person or entity when purchased stand‑alone or for each party beyond those included elsewhere.
4. Trust Verification – Covers verification of the trust as a registrable beneficial owner and up to two trustees or beneficiaries. Each extra party is charged at the Verification Checks rate.
5. Trust Update – Payable whenever trust details change in an Annual or Mid‑year Update Statement. It includes verification of up to two trustees or beneficiaries; each additional party is billed at the Verification Checks rate.