Reed Smith Client Alerts

Key takeaways

  • Registration Requirements: Overseas entities must be registered on the Register of Overseas Entities at Companies House to engage in specific real estate transactions in the UK.
  • Maintaining Validity: Overseas entities must fulfil annual updating duties and provide information promptly upon receiving notices under section 1092A of the Companies Act 2006 to maintain the validity of their registration.
  • Consequences of failure to maintain validity - the entity loses its status as a registered overseas entity, impacting its ability to conduct real estate transactions. Compliance with annual updating duties and timely response to notices are essential to avoid disruptions in dealings with real estate.

Registration requirements for dealings with certain real estate transactions

Overseas entities (OE) will now be aware that they are required to be registered on the register of overseas entities at Companies House (ROE) if they wish to transfer, charge or grant leases of over seven years of properties in England or Wales registered at the Land Registry on or after 1 January 1999 by virtue of the Economic Crime (Transparency and Enforcement) Act 2022. They must also be on the ROE if they wish to make an application to the Land Registry to register any transfer to them of a freehold or transfer or grant to them of a lease of over seven years of a property in England or Wales, unless in any case an exception applies.