Every overseas entity registered on the Register of Overseas Entities (ROE) must file an Annual Update Statement with Companies House. This requirement applies even if there have been no changes to the company, its beneficial owners, or its management.
Missing the filing deadline can lead to financial penalties, criminal offences, and restrictions on buying, selling, or charging UK property.
In this guide, we explain what the Annual Update Statement is, who must file it, what information is required, and how Persona Finance can manage the process for you.
What Is an Annual Update Statement?
The Annual Update Statement is a mandatory filing that confirms the information held on the Register of Overseas Entities remains accurate.
The filing allows Companies House to keep the register up to date by confirming either:
- there have been no changes since the last filing; or
- updating any information that has changed.
Every registered overseas entity must complete this filing every year.
Who Must File an Annual Update Statement?
Any overseas entity that is registered on the Register of Overseas Entities must submit an Annual Update Statement.
This applies regardless of whether the company:
- owns UK residential property;
- owns commercial property;
- has not bought or sold property during the year;
- has had no ownership changes.
Simply remaining registered creates the annual filing obligation.
When Must It Be Filed?
The Annual Update Statement must be submitted every year within the required filing period following registration.
It is important not to wait until the last minute.
If Companies House identifies inconsistencies or requires further clarification, additional time may be needed before the filing can be accepted.
Many overseas entities begin preparing their Annual Update several weeks before the deadline.
What Information Must Be Updated?
Before submitting the Annual Update Statement, the overseas entity should review whether anything has changed since the previous filing.
Typical updates include:
- beneficial ownership
- shareholders
- directors or managing officers
- registered office
- correspondence address
- corporate structure
- voting rights
- ownership percentages
If nothing has changed, this is still confirmed through the Annual Update Statement.
Do Beneficial Owners Need to Be Verified Again?
Yes.
Where changes have occurred—or where verification is required under the regulations—the relevant information must be verified by an authorised verification agent before submission.
Working with an experienced Authorised Corporate Service Provider (ACSP) ensures the filing meets Companies House requirements.
What Happens If You Miss the Deadline?
Missing the filing deadline can have serious consequences.
These may include:
- financial penalties;
- criminal offences for the entity and its officers;
- restrictions on buying, selling or transferring UK property;
- delays in future transactions;
- additional Companies House compliance requirements.
For property investors and international groups, maintaining compliance is considerably easier than resolving problems after a missed filing.
Common Changes That Require Updating
Many companies assume their information has remained the same when, in reality, changes have occurred.
Examples include:
- issuing new shares;
- transferring ownership;
- appointing directors;
- directors resigning;
- restructuring a corporate group;
- trust arrangements changing;
- shareholders moving address;
- changes in nationality or service addresses.
Even relatively small changes may need to be reflected in the Annual Update Statement.
Documents You May Need
Preparing the filing is usually much quicker if the required information is available in advance.
Depending on your circumstances, this may include:
Company Information
- Overseas Entity ID
- Company registration details
- Registered office address
Ownership Information
- Current shareholding structure
- Updated organisation chart
- Beneficial owner information
Verification Documents
Where applicable:
- Passport or government-issued ID
- Proof of residential address
- Supporting corporate documentation
Our Annual Update Statement Service
Persona Finance manages the complete Annual Update process for overseas entities registered with Companies House.
Our service includes:
- Review of your current Register information
- Identification of any changes requiring disclosure
- Beneficial owner assessment
- Verification of updated information
- Preparation of the Annual Update Statement
- Submission to Companies House
- Communication with Companies House until completion
Our aim is to make the process straightforward while ensuring your overseas entity remains fully compliant.
Annual Update Statement Fees
Our fixed-fee service includes the complete preparation and filing of your Annual Update Statement.
Annual Update Statement: £850 + VAT (where applicable)
There are no hidden charges for routine filings.
If your ownership structure has become significantly more complex, we will always discuss any additional work before proceeding.
Frequently Asked Questions
Do I need to file if nothing has changed?
Yes. Every registered overseas entity must submit an Annual Update Statement each year, even if all information remains the same.
Can someone else submit the filing for me?
Yes. Many overseas entities appoint an authorised registration agent such as Persona Finance to prepare and submit the filing.
What happens if my beneficial owners have changed?
The updated information must usually be reviewed and verified before the filing can be submitted.
Is there a Companies House filing fee?
Government fees may apply depending on current Companies House requirements. Our service fee covers the preparation, verification, and submission of your filing.
How long does the process take?
Straightforward Annual Update Statements can often be completed quickly once all required information has been received.
Complex ownership structures may require additional review.
Can Persona Finance manage future annual filings?
Yes. Many clients choose us to manage their ongoing compliance so that filing deadlines are never missed.
Keep Your Overseas Entity Compliant
Maintaining your Register of Overseas Entities is just as important as completing the initial registration.
Our experienced team can review your overseas entity, verify any required updates, prepare your Annual Update Statement, and submit it directly to Companies House on your behalf.
Send us an enquiry today to discuss your Annual Update Statement and keep your overseas entity fully compliant.
