Is it time to file your Register of Overseas Entities update statement?

You may remember that we blogged about the introduction of the Register of the Overseas Entities back in 2022. If you don’t recall the article, let’s start with a quick recap of what the register is.

What is the Register of Overseas Entities?

The Register of Overseas Entities was introduced to combat money laundering. Basically, it applies to foreign entities that want to buy, sell or transfer land in the UK. Foreign owners have to register their real identities, preventing them from hiding behind chains of anonymous shell companies.

The measures affect:

  • Companies or other legal entities governed by the law of another country or entity
  • Individuals who hold more than 25% of the shares or voting rights (beneficial owners)

Anyone affected had to register by 31st January 2023. This means that a large number of entities will soon have to file their annual Register of Overseas Entities update statement.

What is a Register of Overseas Entities update statement?

Every entity has to file an update statement every 12 months. This is mandatory, even if there are no changes to report.

To begin the process, each entity needs to contact either their Registered Beneficial Owners (RBOs) or Managing (MOs) Officers to check whether the filed information is still accurate. This is called a Section 12 Notice. Respondents have a month to reply. Failure to contact the RBOs or MOs is a criminal offence, even if the entity thinks they have accurate information.

The next step is to file the update statement within a year of the last one. If there are no changes, each entity needs to declare:

  • It has no reasonable cause to believe it has other beneficial owners
  • That it can provide the required information about each RBO
  • That is has no reasonable cause to believe anyone has become or stopped being an RBO during the period.

Changes on the Register of Overseas Entities update statement

If you have to report changes such as new beneficial owners, different addresses or similar information, you have to get these verified by a UK regulated agent. As UK chartered accountants we can do this for you. However, it’s important you get in touch as soon as possible, given that January brings the Self-Assessment Tax Return deadline, making it the busiest time of our year.

Trusts also have to file

Companies House advises that entities with trust information should also file their update statement. This must be done even if there are no changes.

Act early to avoid problems

The secret to avoiding problems is to act early. RBOs and MOs have a month to respond to a Section 12 notice. Entities then have 14 days to file the update. That means you need to leave at least six weeks before the Register of Overseas Entities update deadline. Allowing more time is even better.

If you’d like to learn more about the Register, Companies House has a lot of useful information on this page. For help with verifying your data, get in touch with one of our accountants today.

Need further advice on any of the topics being discussed? Get in touch and see how we can help.

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    Avatar for Shahid Hameed
    About Shahid Hameed

    Shahid Hameed is a Director of THP and works on auditing, management accounts and personal tax matters. Being a Responsible Individual (RI) for the firm he also signs off audits.

    As the firm’s Money Laundering Compliance Officer (MLRO) it is one of Shahid’s responsibilities to ensure that THP remains on top of all internal compliance matters and that the THP team is trained and up to date with AML compliance legislation.

    In addition to general audits, Shahid specialises in charity audits and solicitors client money rules.

    Having worked with Foulds & Grant before the merger with THP, Shahid has built up calm, honest and respectful relationships with his clients. Further development and promotion to Director within the firm in 2023 provided Shahid with more opportunity for greater variety in his work which he very much enjoys.

    A keen sports fan, Shahid follows cricket around the world.

    Shahid’s specialist skills:

    • Annual Accounts
    • Management Accounts
    • Tax
    • General Audits
    • Charity Audits
    • Accounting for solicitors and legal firms
    • Training and Compliance


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