Register of Overseas Entities and Land Registry Restrictions
What Conveyancers and Overseas Owners Need to Know
If an overseas company or other overseas legal entity owns UK land — or intends to acquire UK property — the Register of Overseas Entities (ROE) regime can prevent it from buying, selling, charging, leasing or transferring that property unless it is fully compliant.
In practical terms: without a valid Overseas Entity ID (OE ID), a Land Registry application will fail.
The regime forms part of the UK’s wider Economic Crime and Corporate Transparency framework, designed to improve beneficial ownership transparency and reduce risks linked to anti-money laundering and terrorist financing in real estate transactions.
For conveyancers, ROE is now a core transaction requirement — not an administrative afterthought.
For a detailed explainer, see our Register of Overseas Entities guide.
Why ROE Matters in Practice
HM Land Registry enforces ROE compliance through restrictions entered on the title register. These restrictions can block registration of:
- Transfers (including intra-group transfers)
- Registrable leases (over 7 years in England and Wales)
- Legal charges (mortgages)
- Certain dispositions connected with a power of sale
Even if contracts are exchanged, registration can be refused if the ROE restriction is not satisfied.
And, if an overseas entity wishes to buy land, it is blocked from being a registered owner until it has an Overseas Entity ID number.
Official guidance: GOV.UK – Register an overseas entity.
The ROE Regime – Our Registration of Overseas Entities service
We can help you in one of 4 ways:
Register Your Entity
If you have an overseas entity or trust who either owns land in the UK and hasn’t registered, we can register the entity (and obtain the OE ID).
Purchase Registration
If you act for an overseas entity that wishes to purchase land, we can register the entity so the OE ID is in place before completion.
Annual Update
If the entity has registered but has failed to stay compliant, we can handle the annual update statement. If updates are not filed, the entity can be blocked from dealing with the land or property it owns.
Removal Application
We can help you remove an overseas entity from the register after a sale. If the entity is not removed, update statements may not be filed (a criminal offence that may attract fines).
What Is the Register of Overseas Entities?
The Register of Overseas Entities is a public register maintained by Companies House.
It requires any overseas legal entity that owns or wishes to own UK land to disclose:
- Its registrable beneficial owners, or
- Its managing officers (if no beneficial owner can be identified)
The regime applies across the United Kingdom, including Scotland and Northern Ireland.
The purpose is straightforward: link UK land ownership to real individuals exercising significant control or significant influence.
Who Must Register?
You must register if you are a non-UK legal entity (for example, a body corporate or other legal entity formed under the law of a country outside the UK) and you:
- Own UK property, or
- Intend to acquire a qualifying estate in UK land
What Is a Qualifying Estate?
In England and Wales, this typically includes:
- A freehold estate
- A lease granted for more than 7 years
If caught, the overseas entity must become a registered overseas entity before it can deal with the property.
Prefer a full walkthrough? See our ROE guide.
Common Questions & Exemptions
Common Jurisdiction Confusion
Entities incorporated in:
- The Channel Islands
- The Isle of Man
- The Republic of Ireland
are still “overseas entities” for ROE purposes if they are not incorporated in the UK.
Are Any Entities Exempt?
Exemptions are rare and tightly controlled.
An exempt overseas entity status can only be granted by the Secretary of State under specific statutory powers. In practice, you should assume registration is required unless written confirmation states otherwise.
Can an Overseas Entity Complete Without Registration?
No.
An overseas entity must obtain a unique Overseas Entity ID before completing most UK land transactions.
Where a trust appears anywhere in the ownership structure, additional disclosure requirements apply — and these can extend timelines.
Registration Process – What Actually Happens
Verification is mandatory in normal cases. The regulated agent submits using an agent assurance code confirming checks have been completed.
What Information Must Be Filed?
Companies House requires:
Beneficial Owners
- Name
- Date of birth
- Residential address (not publicly displayed)
- Nature of control (e.g. voting rights, significant influence, significant control)
Managing Officers
(if no beneficial owner identified)
- Identity details
- Role within the overseas entity
- Confirmation of authority
Entity Information
- Registration number
- Legal form and governing law
- Service address
- Contact email address
Annual Update Statement – A Common Transaction Blocker
Every overseas entity must file an annual update statement — even if nothing has changed.
Failure to file can result in:
- Inability to complete a transaction
- Financial penalties
- Criminal liability
Many transactions fail not because the entity never registered, but because the annual update was overlooked.
Need this handled quickly? See our annual update statement service.
Trust Structures and ROE
Trusts do not prevent registration — but they increase complexity.
If trustees own or control the overseas entity, additional trust information must be provided to Companies House, including:
- Name of the trust
- Date of creation
- Details of settlor
- Trustees
- Beneficiaries (or classes of beneficiaries)
- Any individual exercising control
Most trust information is not shown on the public register, but it must still be disclosed and verified.
Where minors, vulnerable individuals or security risks are involved, protection applications may be available.
Given the sensitivity of trust data, specialist legal advice is strongly recommended.
Removal from the Register
An overseas entity can apply to be removed from the register once it no longer owns UK land.
However:
- It must not appear as registered proprietor on the land register.
- An application must be made to Companies House.
- Separate fees apply.
Even after removal, certain historical information remains publicly visible.
See our step-by-step removal guide.
Transitional Period and Timing Traps
There was a six-month transitional period ending 31 January 2023 for overseas entities already on title.
Restrictions are now active.
Two common traps:
Assuming historic contracts override compliance (they rarely help in practice).
Discovering late in the transaction that the update statement has not been filed.
If you need urgent help, see our annual update service.
ROE compliance should be built into the deal timetable.
Consequences of Non-Compliance
Failure to comply can lead to:
- Refusal of Land Registry applications
- Financial penalties
- Criminal offence liability
- In serious cases, potential imprisonment
In addition, buyers, lenders and investors treat ROE compliance as a hard due diligence requirement.
Practical Checklist for Conveyancers
Before exchange or completion:
-
Confirm the entity is registered and OE ID is active (see our ROE registration service).
-
Verify the annual update statement has been filed (see our update statement service).
-
Review the ownership structure for trust involvement.
-
Ensure verification evidence and agent assurance code are recorded.
-
Build ROE compliance into the transaction timetable.
Current Companies House Fees
| Service | Fee |
|---|---|
| Registration of an overseas entity | £250 |
| Annual update statement (digital) | £134 |
| Removal and other applications | separate fees apply |
Fees can change; check official Companies House guidance if you need confirmation.
Frequently Asked Questions
Conclusion
The Register of Overseas Entities and Land Registry Restrictions regime is now embedded into UK property transactions.
For overseas owners, compliance must be proactive:
- Register early
- Keep update statements current
- Verify ownership structures thoroughly
- Address trust complexity in advance
For conveyancers, ROE should be treated as a core compliance workstream — not a post-exchange administrative step.