Register of Overseas Entities

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Register of Overseas Entities

For applications received from 5 September 2022, the Keeper will be under a duty to reject certain deeds involving overseas entities. Where any of the following criteria apply, then please refer your application to a referral officer for further consideration:

The application discloses an ‘overseas entity ID’ (this will appear in the form OE001234 and will likely be provided in response to the ROE question on the application form)
The title has an ROE next application note indicating the current proprietor may be subject to the scheme.
Any party to the application is a non-natural person with a foreign designation.

In the event that the referral officer confirms the application can proceed then where an ‘overseas entity ID’ has been provided, please ensure that this is included when completing the Proprietorship Section, using the link text template “Registered in the Register of Overseas Entities at Companies House with overseas entity ID OExxxxxx”

Register of Overseas Entities Referral Officer Instructions

On receipt of an application that involves an overseas entity it may be subject to the additional application conditions at Schedule 1A of the 2012 Act introduced by the Economic Crime (Transparency and Enforcement) Act 2022. Please consider the following and the flowchart below which summarises the requirements:

Is the application dated prior to 5 September 2022?
- If yes, then the additional application conditions can not apply and the case can be returned to the registration officer for completion without further consideration.

The requirement to reject applies only to applications involving dispositions, leases/sub-leases, assignations of lease/sub-lease, notices of title, standard securities and applications for voluntary registration. Accordingly, applications in respect of others deeds, for example a deed of servitude or minute of agreement are unaffected.

Where an ‘overseas entity ID’ has been provided in response to the ROE question on the application form, then the applicant will have confirmed that the party is subject to, and has complied with, the requisite duties under the scheme. The ‘overseas entity ID’ should be used to validate the position following the instructions below under Validate ROE ID.

Where an overseas entity next application note is evident, this indicates that the existing proprietor is an overseas entity whose title was registered in the land register after 8 December 2014 and will likely be subject to the scheme. In the absence of an ‘overseas entity ID’ the applicant will not have confirmed the position regarding scheme compliance. Please refer the application to policy for further consideration.
- This is subject to one exception, where the title of the overseas entity was registered between 8 Dec 2014 and 31 July 2022 then the new application conditions will only apply for land register applications received after the transitional period ends (31 January 2023). Any application received prior to that date is unaffected and can proceed. Any application received after that date is likely to be impacted and the application should be referred to policy for further consideration.

Where it appears from designations within the deed or from elsewhere within the application that a party to the application is an overseas entity but no ‘overseas entity ID’ has been provided, consideration should be given as to whether the transaction benefits from one of the exemptions provided for by the scheme.
- For applications where the potential overseas entity is the granter of the deed being registered:
  - Where the title of the potential overseas entity is recorded in Sasines or was registered in the land register prior to 8 Dec 2014, then they are exempt from the new application conditions and the application can proceed.
  - Where the title of the potential overseas entity was registered between 8 Dec 2014 and 31 July 2022 then the new application conditions will only apply for land register applications received after the transitional period ends (31 January 2023). Any application received prior to that date is unaffected and can proceed. Any application received after that date is likely to be impacted and the application should be referred to policy for further consideration.
  - Where the title of the potential overseas entity was registered on or after 1 August 2022 any subsequent registration activity is likely to be impacted and the application should be referred to policy for further consideration.
For applications where the potential overseas entity will be entered as proprietor in the title sheet (generally speaking where the overseas entity is the grantee of the deed or the applicant in respect of an application for voluntary registration) any subsequent registration activity is likely to be impacted and the application should be referred to policy for further consideration.

Where more than one overseas entity is party to an application, then the scheme requirements should be considered separately for each.

The 2022 Act provides that an overseas entity is a legal entity governed by the law of a country or territory outside the United Kingdom. Accordingly, bodies incorporated in territories such as Guernsey and Jersey come into scope of the scheme. For the sake of clarity, while Northern Ireland is part of the UK, Ireland is not.

In the event of any registration events not covered above, or where there is uncertainty that a party to the application is an overseas entity within the terms of the 2022 Act then please refer to policy.

Validate ROE ID

The referral officer should validate each ‘overseas entity’ ID included with an application against the Register of Overseas Entities which can be accessed via the companies house website

On the opening page click on ‘Start now>’

In the search field enter the ‘overseas entity ID’ provided by application.

Click on the overseas entity name to bring forward the full details

In addition to ensuring the name of the overseas entity as defined in the application for registration matches that as detailed on the Register of Overseas Entities, please also check that the company status is "Registered".
Additionally, in cases where the overseas entity will be entered as proprietor in the title sheet (generally speaking where the overseas entity is the grantee of the deed or the applicant in respect of an application for voluntary registration), then you should check that the OE was registered on or before the date of receipt of the land register application.
Where any of these criteria are not met then please refer to policy for further consideration.

Referral Officer Flowchart

Registers of Overseas Entities Scenarios

The following annex includes the expected application requirements for a variety of registration types:

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