Register Of Overseas Entities
The Complete Guide for 2026. Who must register, how verification works, and the penalties for getting it wrong.
Key Points
Any overseas entity that holds a qualifying estate in UK land — freehold or leasehold over seven years — must register with Companies House before it can deal with that property.
The register was created by the Corporate Transparency Act, which received Royal Assent in 2022, as part of the UK’s broader Industrial Strategy to combat financial crime.
All registration applications must be verified by a UK-regulated agent holding a valid agent assurance code.
Non-compliance can result in daily fines, a criminal offence charge, or a prison sentence of up to five years.
After the initial registration, every entity must file an annual update statement to keep the register current.
Most information is publicly accessible — anyone can search the register of overseas entities through the Companies House service.
What Is the Register of Overseas Entities?
The register of overseas entities is a public register held at Companies House. It records information about overseas companies, partnerships, and other legal entities that own land or property in the United Kingdom. The purpose is simple: to make land ownership transparent so that the UK property market cannot be used to hide the proceeds of financial crime. You can think of it as the UK’s Register of who really owns property behind overseas corporate structures.
Before this new register existed, an overseas company could buy UK real estate without ever disclosing who controlled it. The ownership chain could run through shell companies in multiple jurisdictions, and neither the public nor law enforcement could see through the structure. The Corporate Transparency Act changed that. Together with the UK’s existing Money Laundering Regulations and supporting secondary legislation, the Act created a regime — commonly called the ROE regime — that forces disclosure of information about the people who really own and control these entities.
Who Needs to Register an Overseas Entity?
The registration requirements apply to any entity governed by the law of a country outside the UK that owns — or wants to own — UK land. The legal form does not matter: corporations, limited liability partnerships, foundations, and other structures are all caught if they hold a qualifying estate. It does not matter whether the entity is active, dormant, or in the process of being wound up. If it appears as the registered proprietor or registered owner of a title number, it must register.
Entities That Must Register
The register covers all parts of the UK: England, Wales, Northern Ireland, and Scotland. It applies wherever an overseas entity holds a qualifying estate, which means a freehold interest, a leasehold granted for more than seven years, or any registered title number. The relevant land registry — HM Land Registry in England and Wales, or the Registers of Scotland — places a restriction on the property of any entity that has not registered. Until the entity complies, it cannot buy, sell, lease, or charge the land.
- Overseas companies that currently own land or own property anywhere in the UK.
- Entities planning to acquire freehold land, a leasehold of more than seven years, or a charge over UK property.
- Any entity that is the registered proprietor of a title with HM Land Registry or that appears on the Registers of Scotland.
- Entities that own UK property through nominee arrangements, layered holding structures, or trust services.
Who Bears Responsibility?
The obligations fall on the entity itself, but individuals carry personal risk. Managing officers — which includes directors, the company secretary, and anyone performing an equivalent function under the entity’s legal form — can be prosecuted if the entity fails to comply. Any managing officer facing register of overseas entities compliance questions should seek professional advice immediately, as the personal liability is real. The board of directors is expected to ensure that the entity gathers accurate beneficial ownership information and submits it on time.
A UK-regulated agent is equally central to the process: without a compliant agent, no registration can proceed. If you need a UK regulated agent for register of overseas entities verification, you can find approved providers through the GOV.UK website. Private Client advisers and anyone managing Private Wealth portfolios with UK property should treat this as a standing compliance item. Where the ownership structure involves trusts, nominee arrangements, or entities in multiple jurisdictions, professional legal advice is essential.
What Information Must Be Provided?
The registration requirements demand a comprehensive set of required information designed to give a public authority — and the wider public — a clear picture of who controls the entity and its property.
Information About the Entity
- The entity’s full name, any former names, and its legal form (e.g., limited company, limited partnership, foundation).
- Country of incorporation and registration number in that jurisdiction.
- Registered office address, principal office address, and a UK service address for official correspondence.
- An email address and contact details so Companies House and the relevant land registry can communicate with the entity.
Information About Registrable Beneficial Owners
The core purpose of the register is to reveal the ultimate beneficial owner — the real person or entity at the top of the ownership chain. An individual or entity qualifies as a registrable beneficial owner if they meet one or more of the following conditions:
- They hold, directly or indirectly, more than 25% of the shares or voting rights in the entity.
- They have the right to appoint or remove a majority of the board of directors.
- They exercise significant influence or control over the entity.
For each individual beneficial owner, the entity must supply their full name, date of birth, nationality, home address (kept private and not shown on the public register), a service address (which is shown publicly), and a description of how the conditions are satisfied. If the beneficial owner is itself a legal entity, equivalent corporate details are needed, including its own registration number and jurisdiction.
If, after taking reasonable steps, the entity cannot identify anyone who meets these conditions, it must file a statement to that effect. Companies House scrutinises these statements closely, and the entity must be able to demonstrate that genuine efforts were made.
Trust Information and Nominee Arrangements
Where the entity is held through a trust, detailed trust information must be provided. This includes the identity of the settlor, trustees, beneficiaries, and any person with significant influence over the trust. Nominee arrangements must also be disclosed: if a nominee shareholder holds shares on behalf of the true owner, the person behind the nominee must be identified.
This is one of the most technically complex areas of the ROE regime. Entities with layered trust or nominee structures spanning multiple jurisdictions should engage specialist trust services and legal advice well before beginning the registration process.
Register of Overseas Entities Verification: How It Works
A defining feature of this new register is that all information must be independently verified before it reaches Companies House. Self-certification is not permitted.
Appointing a UK-Regulated Agent
Every entity must appoint a verification agent who is supervised under UK anti-money-laundering rules. This will typically be a solicitor, accountant, or corporate service provider holding a valid agent assurance code issued by Companies House. The UK-regulated agent’s role is to carry out verification checks on every piece of information submitted and to confirm that the entity has taken reasonable steps to identify its beneficial owners.
You can find a list of approved agents and further guidance on the GOV.UK website. Companies House will reject any application that has not been verified by a compliant agent.
What Does the Verification Agent Check?
The verification agent reviews identity documents (typically government-issued photo ID), corporate registry extracts, trust deeds, and other supporting evidence. They must be satisfied that:
- Each registrable beneficial owner has been correctly identified.
- The ownership structure accurately reflects reality.
- All managing officers have been disclosed.
- The entity has met its own disclosure requirements under the Act.
To complete verification, the agent signs a verification statement confirming the accuracy of the information. This statement is submitted alongside the registration application.
How to Register: Step by Step
The registration process can be broken down into five stages. For a straightforward entity with one or two beneficial owners, the entire process can be completed within a few days once documentation is in order. Complex structures may take several weeks.
may take several weeks.
1. Appoint a UK-regulated agent with a valid agent assurance code. This must happen before any other step.
2. Gather all required information: entity details, beneficial owner particulars, trust information (if applicable), and supporting documents for verification.
3. Complete verification. The agent reviews documentation, carries out verification checks, and prepares the verification statement.
4. Submit the initial registration through the Companies House online service. On approval, the entity receives an Overseas Entity ID — its unique registration number under the ROE regime.
5. Notify the relevant land registry. Provide the Overseas Entity ID to HM Land Registry (or the Registers of Scotland) so that any restriction on the entity’s title number can be lifted. Until this step is complete, the entity cannot transact with its property.
During the pre-registration period — the time between appointing an agent and submitting the application — entities should resolve any gaps in their ownership chain, obtain consent to share personal information, and ensure compliance with Money Laundering Regulations.
We Are Your UK-Regulated Verification Agent
ACSP-registered and holding a valid Agent Assurance Code — we verify your beneficial ownership information, prepare your verification statement, and submit your application to Companies House.
Start Your ROE Registration →or call +44 (0) 207 499 2605
Ongoing Compliance After Registration
Register of Overseas Entities Annual Update
Registration is not a one-off obligation. Every registered entity must file an update statement during its annual update period, which runs from the anniversary of the initial registration date. The entity has 14 days to file. The register of overseas entities deadline for each entity depends on its own registration anniversary.
The update statement must either confirm that all previously submitted information remains accurate, or report any changes. Changes that must be reported include alterations to the ownership structure, new or departing beneficial owners, changes in voting rights, updates to nominee arrangements, and any shift in significant influence over the entity.
Reporting Changes Between Annual Updates
Some changes should not wait for the annual cycle. If an entity becomes aware that its beneficial ownership information is materially wrong — for example, because of a share transfer that alters the ownership chain — it should update the register as soon as practicable. Entities that fail to provide additional information when requested by a public authority risk enforcement action.
Register of Overseas Entities Penalties
The penalties under the new rules are severe by design, reflecting the UK Government’s commitment to tackling financial crime through land ownership transparency.
Breach
Consequence
Failure to register
A restriction is placed on the title — the entity cannot sell, lease, or charge the property. Daily fines accumulate until the entity complies.
Providing false information
Criminal offence carrying up to two years’ imprisonment and/or an unlimited fine.
Failure to file an update statement
Daily fines and potential restrictions on property transactions until the filing is brought up to date.
Failure to comply with an information notice
Criminal offence. A prison sentence of up to two years may be imposed.
Knowingly assisting non-compliance (third parties)
Prosecution of the individual. Managing officers, agents, and advisers can all be held liable.
Third parties — including solicitors, agents, and officers — who knowingly help an entity evade registration can face prosecution themselves. Entities with a legitimate interest in protecting their property and commercial operations should take these risks seriously. The most effective protection is early compliance: appoint a verification agent, gather the relevant information, and register before any property transactions are attempted.
Is the Register of Overseas Entities Public?
Yes. The overseas entities register is a public register, and most of the information it contains is freely accessible. The public register of overseas entities can be searched by anyone through the Companies House website — simply look up a specific entity by name or Overseas Entity ID.
However, certain sensitive details are protected. A beneficial owner’s home address and full date of birth are not displayed publicly — only their service address and month and year of birth appear. Certain trust information may also be withheld from public view, although it remains accessible to law enforcement and other public authorities.
For entities, this means that the ownership structure, details of registrable beneficial owners (in summary form), and information about managing officers will all be visible to anyone who searches. Entities should be aware of this when structuring their disclosures.
Register of Overseas Entities Owning UK Property: What You Need to Know
If an overseas entity holds any form of UK property — whether commercial or residential, freehold or long leasehold — the registration obligation applies. There is no exemption based on property value, type, or location within the UK.
Once an entity is registered and has its Overseas Entity ID, it can deal freely with its property: buying, selling, leasing, and charging land are all permitted. Without the ID, HM Land Registry and the Registers of Scotland will refuse to process any transaction. The restriction remains on the title number until the entity becomes compliant.
Entities that already own UK property and have not yet registered face an immediate risk: they cannot sell or refinance until they do. For entities planning to acquire property, the registration must be completed before the transaction can proceed. In practice, most conveyancing solicitors now require sight of the Overseas Entity ID before they will act for an overseas buyer.
WHY WORK WITH US
A Premium, Regulated, ROE-Focused Service
- UK-regulated verification agent
- Deep experience with Economic Crime and Corporate Transparency regimes
- Private client and corporate service expertise
- Fast, accurate, defensible filings
- Clear audit trail and risk mitigation for boards
Few law firms or service providers genuinely offer this service — despite what search results for “registration of overseas entities lawyers London” suggest.
We do.
Initial Registration
Full verification & filing
Annual Update Statements
Deadline tracking & filing
Removal Applications
Managed removal process
START NOW
Register of Overseas Entities – Verification & Registration
- Complete our secure Data Capture Form (opens new tab)
- Email address: ey@notarypublicinlondon.com
- Telephone: +44 20 7499 2605
All initial consultations are free and non-committal.
If your entity has failed to register or needs an expedited solution, contact us immediately. We can advise on mitigation and reasonable cause arguments.
OUR FEES
Fixed-Fee, Fully Managed Service
£1,200 + VAT
(Companies House registration fee £250)
Includes:
- Information gathering and compliance advice
- Verification of the entity
- Verification of up to two beneficial owners
- Completion of registration and issuance of OE ID
- Dedicated one-to-one case manager
Additional Services
- Additional beneficial owner / manager verification – £150 each
- Service address provision (up to two individuals) – £150 per year
- Fast-track service – £500 – filing within 24 working hours
- s12 Information Notice preparation – £125
- Trust structures surcharge – £1,000
Group company discounts available.
FAQs
What is an overseas entity?
An overseas entity is a body corporate, partnership, or other entity that is governed by the law of a country outside the United Kingdom. If you are wondering what is overseas entity status and whether it applies to your organisation, the test is straightforward: if such an entity owns or wishes to own UK land, it must register with Companies House under the ROE regime.
What is a qualifying estate?
A qualifying estate means a freehold estate, or a leasehold granted for a term of more than seven years, in land in England, Wales, Northern Ireland, or Scotland. It includes any title number registered at HM Land Registry or the Registers of Scotland.
What is an Overseas Entity ID?
This is the unique registration number assigned by Companies House when an entity completes its initial registration. It must be provided to HM Land Registry or the Registers of Scotland before the entity can complete any property transactions.
Can I register without a UK-regulated agent?
No. The legislation requires that all verification checks are carried out by a UK-regulated agent holding an agent assurance code. There is no self-certification route. Further guidance on appointing an agent is available on GOV.UK.
What is the register of overseas entities deadline?
There is no single deadline — the obligation is ongoing. Any overseas entity that already owns UK property should have registered by now. Entities planning to acquire property must register before the transaction can complete. For annual updates, the update period runs from the anniversary of registration, and the entity has 14 days to file its update statement.
What if the entity has no identifiable beneficial owner?
If, after taking reasonable steps, no individual or entity meets the following conditions for beneficial ownership, the entity must file a statement to that effect. Companies House will scrutinise the filing and may request further information.
Where can I find further guidance and further information?
The most comprehensive and up-to-date register of overseas entities guidance is published on GOV.UK, including the full text of the Corporate Transparency Act, related secondary legislation, and step-by-step instructions. The Companies House register of overseas entities section is regularly updated with new guidance notes. The UK Register of Overseas Entities pages on GOV.UK are the definitive source. For advice specific to your situation, seek professional legal advice from a firm experienced in the new register of overseas entities.