If you own UK property through a foreign company, or if you are a UK-based landlord considering transacting with an overseas entity, the Register of Overseas Entities (ROE) regime directly affects you . Non-compliance carries serious financial penalties, property restrictions, and the risk of criminal prosecution .
What Is the Register of Overseas Entities (ROE)?
The Register of Overseas Entities is a public register maintained by Companies House, introduced under the Economic Crime (Transparency and Enforcement) Act 2022, coming into force on 1 August 2022 . Before the Act, no central database existed to identify which foreign companies owned UK real estate. Estimates suggest over 100,000 land titles in England and Wales alone were held by overseas entities, making the UK property market a significant vulnerability to illicit financial flows and money laundering .
Who Must Register?
Any overseas entity that owns or intends to own UK property must register with Companies House and disclose the identity of its registrable beneficial owners (RBOs) or managing officers . The legislation applies retrospectively to entities that acquired freehold or qualifying leasehold property in England and Wales on or after 1 January 1999, or in Scotland on or after 8 December 2014, all of whom were required to register by 31 January 2023 . Overseas individuals who own UK property in their own personal names are not required to register; the regime applies specifically to overseas legal entities .
Who Is a Registrable Beneficial Owner?
A person qualifies as a Registrable Beneficial Owner (RBO) if they hold directly or indirectly more than 25% of the shares or voting rights, can appoint or remove a majority of directors, or exercise significant influence or control over the entity . From 4 June 2024, beneficiaries of nominee arrangements are also treated as RBOs and must be included in annual update statements . Where a trustee sits in the chain of ownership, it is now deemed a registrable beneficial owner regardless of whether it is subject to its own separate disclosure requirements .
How Does the Registration Process Work?
The process involves five key steps :
- Identify RBOs by taking reasonable steps to determine all persons meeting the ownership or control thresholds
- Contact RBOs and allow 30 days for responses confirming the accuracy of information held
- Submit to a UK-regulated verification agent who carries out mandatory third-party scrutiny before filing
- File with Companies House and pay the £100 registration fee
- Receive your Overseas Entity ID (OE ID), which must be provided to HM Land Registry to complete any property transaction
Once registered, overseas entities must file an annual update statement within 14 days of each 12-month anniversary of registration . From 31 July 2025, entities are additionally required to disclose any changes to beneficial ownership during the pre-registration period dating back to 28 February 2022 .
How Does the ROE Impact UK Resident Landlords?
UK-based landlords who are not themselves overseas entities still face significant practical consequences when transacting with a foreign corporate counterparty .
Buying from an overseas entity
If you intend to purchase property from an overseas company, you cannot register the transaction at HM Land Registry unless the selling entity provides a valid OE ID. An entity that has not registered or has a lapsed annual update will have no valid OE ID, meaning the deal cannot complete even after exchange .
Selling to an overseas entity
The purchasing overseas entity must be registered on the ROE before the Land Registry will accept the application. Failing to confirm this ahead of exchange risks an abortive transaction with full legal costs .
Leasing and financing
For any lease originally granted for more than seven years, the overseas entity must hold a valid OE ID . An overseas entity also cannot legally grant a charge over UK property unless its registration is current. Even for short leases technically exempt from restrictions, tenants face reputational and regulatory risk and should verify ROE status before proceeding .
The practical takeaway: always search the Companies House register to confirm an overseas entity’s ROE status and the currency of its annual update before exchanging contracts .
Consequences for ROE Non-Compliance
Property Restrictions
When an overseas entity fails to register or falls behind on its annual update, HM Land Registry places a restriction on the registered title, preventing all sales, leases over seven years, transfers, and charges until compliance is restored . The entity is simultaneously blocked from purchasing any new UK property while its registration is not current .
Civil Financial Penalties
Companies House can issue a penalty notice under powers strengthened by the Companies Act 2006 amendment of 20 May 2024 . Penalties are tiered by the rateable value of the property :
| Rateable Value | Category | Penalty |
|---|---|---|
| Up to £50,000 | Low | £10,000 |
| £50,000 to £100,000 | Medium | £20,000 |
| Over £100,000 | High | £30,000 |
Where rateable value is unavailable, the House Price Index value is used instead :
| House Price Index Value | Category | Penalty |
|---|---|---|
| Up to £500,000 | Low | £10,000 |
| £500,000 to £1,000,000 | Medium | £20,000 |
| Over £1,000,000 | High | £30,000 |
In addition to these fixed penalties, a continuing daily fine of up to £2,500 accrues for each day the offence persists . Failure to pay leads to debt enforcement through the courts with statutory interest of 8% per annum applied and a potential charge over the entity’s UK property .
Criminal Prosecution
For the most serious cases, Companies House may refer matters to the Insolvency Service or other law enforcement agencies . Making a disposition of UK property in breach of ROE restrictions, failing to register, or providing false information are all criminal offences . Managing officers and beneficial owners who fail to respond to information notices face a maximum custodial sentence of five years and an unlimited fine . Once referred, the decision to prosecute lies entirely with the enforcement agency and not Companies House .
How UK Property Tax Accountants Can Help
UK Property Tax Accountants provides specialist support to overseas entities and UK landlords at every stage of the ROE process:
- Registration guidance: Advising whether your entity must register, identifying all RBOs correctly including under current nominee and trust rules, and managing end-to-end registration with Companies House
- Annual update management: Monitoring update deadlines, preparing accurate filings, and capturing all changes to beneficial ownership or property interests on time
- Retrospective disclosure: Assisting entities that missed the January 2023 deadline or need to address pre-registration period disclosures required from 31 July 2025
- Transaction due diligence: Verifying ROE compliance status for UK landlords dealing with overseas entity counterparties before exchange of contracts
- Penalty response: Working to restore compliance quickly if Companies House has issued a restriction or penalty notice, and engaging with the enforcement process on your behalf
- Ongoing compliance strategy: Keeping your obligations current as the ROE regime continues to evolve, including expanded trust disclosures and identity verification requirements
Frequently Asked Questions
Does the ROE apply to me if I own UK property personally as an overseas individual?
No. Overseas individuals who own UK property in their own personal names are not required to register. The regime applies to overseas legal entities such as companies and partnerships, not to natural persons
What happens if an overseas entity misses the annual update deadline?
A restriction is placed on all registered titles, blocking disposals, long leases, and charges. Daily fines of up to £2,500 continue accruing until the breach is remedied .
Can an overseas entity still transact with a lapsed OE ID?
No. Once an annual update is overdue, the OE ID is no longer current and HM Land Registry will refuse to register any transaction until the update is filed and the ID reinstated .
How do I check ROE status before buying from an overseas company?
Search the Companies House register by entity name or OE ID. The register confirms whether the entity is registered and whether the annual update is in date. Always do this before exchange of contracts .
What trust information must be disclosed on the ROE?
Trustees, settlors, and beneficiaries must be disclosed where a trust forms part of the beneficial ownership structure. From 31 August 2025, trust information on the ROE became accessible to the public by application to Companies House .
