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Registration of Overseas Entities: A Step-by-Step Guide for Foreign Property Investors in the UK

For years, the UK’s booming property market has been a magnet for global capital. From Mayfair townhouses to Manchester high-rises, overseas buyers have poured billions into British real estate. But in 2022, the rules changed.

Enter the Register of Overseas Entities (ROE)—a new legal requirement designed to lift the veil on foreign-owned UK property. If you're a foreign investor, or advising one, this is not something you can ignore. The consequences of failing to register are serious, ranging from fines to being blocked from selling or even leasing property.

So how does it work? Here's what you need to know—and how to navigate the process without losing your cool.

First, what is the Register of Overseas Entities?

The Register of Overseas Entities was introduced under the Economic Crime (Transparency and Enforcement) Act 2022. The aim is simple: make it harder for bad actors to launder money through UK property by forcing overseas companies to declare their true, human owners.

The register went live on 1 August 2022 and is held by Companies House. Any overseas entity that wants to buy, sell, lease (for over seven years), or charge property in the UK must first register and provide key details about its beneficial owners—those who ultimately control it.

The obligation also applies retrospectively. If your overseas entity bought UK land or property on or after 1 January 1999 (in England and Wales), you were required to register by 31 January 2023. Missed that deadline? You might already be in breach.

Who needs to register?

An "overseas entity" includes any legal body governed by the law of a country outside the UK—think companies, partnerships, foundations, and more.

If that entity owns, or plans to acquire, land or property in the UK, it must register with Companies House before it can be listed on the title at the Land Registry. Without this, you cannot complete a purchase—and if you try to sell without registering, you may be blocked from doing so.

This applies across England, Wales, Scotland, and Northern Ireland, though there are slight variations in how each land registry enforces it.

Step-by-step: How to register an overseas entity

Now that the rules are clear, here’s how to go about registering. It’s not rocket science—but it does require accuracy, due diligence, and a bit of patience.

Step 1: Identify the beneficial owners

Start by figuring out who the beneficial owners of the entity are. These are individuals or legal entities who:

Hold more than 25% of shares or voting rights, or Have the right to appoint or remove directors, or Otherwise exercise significant influence or control.

If no one fits the bill, you’ll need to disclose that too. Failing to name the right people is a fast track to legal trouble.

Step 2: Get a UK-regulated verification agent

Before you can submit anything to Companies House, all your information must be independently verified by a UK-based professional—usually an accountant, solicitor, or company formation agent.

This step is crucial. The verification agent must be regulated in the UK, carry out anti-money laundering checks, and file a verification statement confirming that they’ve reviewed and validated the data.

Make sure you choose someone who knows the process. If the agent gets it wrong, both you and they could be penalised.

Step 3: File your application with Companies House

Once everything is verified, you're ready to file your application online. You’ll need to provide:

Details about the overseas entity (name, country of incorporation, etc.) Information about each beneficial owner The name and details of your verification agent A signed statement from the agent confirming the checks

There’s a £100 registration fee, and once submitted, the turnaround time is usually a few working days—if there are no snags.

Step 4: Keep the information up to date

Registration isn’t a one-off task. You must update the record annually, confirming either that nothing has changed or providing fresh information if it has.

If you fail to update, the entity could face fines of up to £2,500 per day, or criminal charges. So set a reminder.

What happens if you don’t register?

Here’s where it gets serious. An unregistered overseas entity cannot be registered as the legal owner of property on the UK’s Land Register. You’ll be effectively locked out of the market.

If you're already an owner and fail to register, you'll be restricted from selling, leasing, or mortgaging the property until you comply. You could also face criminal sanctions, including fines and prosecution of directors or officers.

This is not a box you can afford to leave unticked.

The big picture

The registration of overseas entities is not just another bit of red tape. It’s part of a broader UK crackdown on financial secrecy and illicit wealth, particularly in the property market. And while the rules may feel like a hassle for legitimate investors, they’re not going away.

Instead, expect enforcement to tighten in 2025 and beyond. HMRC, Companies House, and the Land Registry are increasingly working together, and penalties are already being issued.

Final thoughts

If you're involved in cross-border property deals, the message is simple: get your paperwork in order. The registration of overseas entities is now a legal requirement, not an optional step. It’s technical, yes, but manageable—especially if you work with experienced professionals who know the terrain.

In today’s market, transparency isn’t a burden—it’s the price of entry.