The Economic Crime and Corporate Transparency Act 2023 (ECCTA), which is aimed at tackling economic crime and preventing abuse of corporate structures in the UK, will not only fundamentally reform the administrative requirements for UK companies, limited liability partnerships and limited partnerships generally, but will also expand the requirements of the Register of Overseas Entities (ROE) regime for overseas entities holding or acquiring UK real estate.
The ROE is a register at Companies House which came into effect on 1 August 2022. Here are some FAQs providing information about the impact of the ROE on English, Scottish and Welsh real estate and here is a briefing on the updating requirements from 1 August 2023.
Along with the reforms highlighted in our Law-Now “Economic Crime and Corporate Transparency Act 2023: changes expected to come into force on 4 March”, a number of the amendments to the ROE regime made by ECCTA came into effect on 4 March 2024. For an overview of those changes and other upcoming changes to the ROE regime, and their implications for overseas entities owning UK property, see our latest Focusing on Funds: An update on the Register of Overseas Entities regime .
It will be interesting to see how some of the changes outlined in this latest update will work in practice.
One area that will be affected are applications for removal from the ROE. As part of a removal application, all information on the ROE relating to the overseas entity must be checked for accuracy and updated, taking into account any new disclosure requirements in effect at that time. An application for removal from the ROE should only be made if the overseas entity is no longer listed as the registered owner of UK land on any land registration records. If the overseas entity is still listed as a registered owner, the application will be rejected and the fee will not be refunded. Given the delays in registering transactions on the land registries, removing an overseas entity from the ROE after it has disposed of all of its interests in UK land may take longer than expected. For more information on how to remove an overseas entity’s registration from the ROE, see the guidance issued by Companies House on 17 April 2024.
For an overview of ECCTA, see: Another step towards transparency: the Economic Crime and Corporate Transparency Act 2023 becomes law and Economic Crime and Corporate Transparency Act 2023: Royal Assent for failure to prevent fraud and reform to Corporate Criminal Liability
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