Register of Overseas Entities: Everything You Need to Know
If your overseas company owns, plans to buy, or intends to sell UK property, understanding the Register of Overseas Entities (ROE) is essential.
Since the introduction of the Economic Crime (Transparency and Enforcement) Act 2022, many overseas companies are required to register with Companies House and disclose information about their beneficial owners before they can complete certain property transactions in the UK.
Whether you are purchasing your first UK investment property, expanding your international portfolio, or already own UK land through a foreign company, this guide explains how the Register of Overseas Entities works, who must register, what information is required, and how to remain compliant.
What Is the Register of Overseas Entities?
The Register of Overseas Entities (ROE) is a public register maintained by Companies House.
It was introduced to improve transparency around overseas ownership of UK property and to help prevent the use of anonymous overseas companies for money laundering and other financial crime.
An overseas entity that meets the legal requirements must provide information about:
the overseas entity itself;
its registrable beneficial owners; or
where applicable, its managing officers.
Once the application has been approved, Companies House issues an Overseas Entity ID, allowing the entity to complete qualifying property transactions where registration is required.
What Is an Overseas Entity?
An overseas entity is any legal entity governed by the law of a country or territory outside the United Kingdom.
This may include:
Limited companies
LLCs
Corporations
Partnerships with legal personality
Foundations
Other incorporated legal entities
Examples include companies incorporated in:
United Arab Emirates
Ireland
United States
Singapore
Hong Kong
British Virgin Islands
Cayman Islands
Luxembourg
Being incorporated outside the UK does not automatically mean registration is required. The requirement generally depends on whether the entity owns or intends to deal with qualifying UK property or land.
Why Was the Register Introduced?
The Register of Overseas Entities was created to increase transparency in the ownership of UK property.
For many years, overseas companies could own UK real estate without publicly identifying the individuals who ultimately controlled them.
The new legislation aims to:
improve transparency of overseas ownership;
reduce the misuse of overseas entities for illicit purposes;
strengthen confidence in the UK property market;
support law enforcement and regulatory bodies.
Today, many overseas entities involved in UK property transactions must disclose information about their ownership and control before the transaction can proceed.
Who Needs to Register?
Registration requirements depend on several factors, including the type of entity, the nature of the property transaction, and when the property was acquired.
In many cases, registration applies to overseas entities that:
purchase UK property;
already own qualifying UK property;
sell UK property;
transfer ownership;
grant certain leases;
create legal charges over qualifying property.
If your overseas company is planning any of these activities, it is advisable to review your position before entering into the transaction.
What Information Must Be Disclosed?
When registering, Companies House requires information about both the overseas entity and the individuals or legal entities that ultimately own or control it.
Typical information includes:
About the overseas entity
Company name
Country of incorporation
Registration number
Registered office address
Legal form
Governing law
About the beneficial owners
Full legal name
Date of birth (where required)
Nationality
Residential address
Service address
Nature of control or ownership
If no registrable beneficial owner exists, information about the relevant managing officers may be required instead.
Who Is a Beneficial Owner?
One of the most important parts of the registration process is identifying the correct registrable beneficial owners.
A beneficial owner is generally an individual or legal entity that ultimately owns or controls the overseas entity.
This may include someone who:
owns shares directly or indirectly;
controls voting rights;
has the right to appoint or remove directors;
exercises significant influence or control.
In straightforward ownership structures, identifying beneficial owners is usually relatively simple.
However, international corporate groups, holding companies, trusts, nominee arrangements, and multi-layered ownership structures often require careful analysis before registration can proceed.
This is one of the reasons many overseas companies choose to work with an experienced ROE verification agent.
What Is an Overseas Entity ID?
Once Companies House approves the application, the overseas entity receives an Overseas Entity ID.
This unique reference number confirms that the overseas entity has successfully registered.
The Overseas Entity ID may be required when completing qualifying property transactions involving UK land or property.
Without a valid registration where one is required, an overseas entity may encounter restrictions when dealing with UK property.
What Documents Are Required?
Preparing the correct documents before starting the registration process helps avoid unnecessary delays.
Typically, the following information is required:
Company documents
Certificate of Incorporation
Company registration details
Registered office address
Ownership information
Company structure diagram
Shareholding structure (cap table)
Details of Ultimate Beneficial Owners (UBOs)
Identity documents
For each relevant beneficial owner or managing officer:
Passport or government-issued ID
Proof of residential address
You should also be prepared to provide information about any planned UK property transaction, including anticipated completion dates where applicable.
Common Reasons Applications Are Delayed
Many delays occur because the required information is incomplete or the ownership structure has not been fully reviewed before submission.
Some of the most common issues include:
Incorrect beneficial-owner identification
Missing identification documents
Incomplete ownership charts
Complex international group structures
Last-minute submissions before property completion
Companies House requests for additional information
Preparing thoroughly before submission can significantly improve the registration process.
Annual Update Statement
Registration is not a one-off obligation.
Once an overseas entity has been successfully registered, it must submit an Annual Update Statement to Companies House every year.
This requirement applies even where no information has changed.
The purpose of the annual update is to confirm that the information held on the Register of Overseas Entities remains accurate or to notify Companies House of any relevant changes.
Failure to submit the Annual Update Statement on time may lead to penalties and could affect the entity's ability to complete future UK property transactions.
Why Ongoing Compliance Matters
Maintaining accurate information on the Register is just as important as completing the initial registration.
Changes such as:
new shareholders;
changes in beneficial ownership;
director appointments;
changes to the registered office;
corporate restructuring,
may need to be reflected in future filings.
Many overseas companies appoint a professional adviser to manage these annual obligations and ensure compliance with Companies House requirements.
Frequently Asked Questions
Is registration required before buying UK property?
In many cases, yes. Overseas entities may need to register and obtain an Overseas Entity ID before completing qualifying UK property transactions.
Can an overseas company own UK property without registering?
The answer depends on the circumstances and applicable legal requirements. Professional advice should always be obtained before proceeding with a transaction.
Is the Register of Overseas Entities public?
Yes. Certain information submitted to Companies House is available on the public register, although some personal information is protected.
How long does registration take?
Processing times vary depending on the complexity of the ownership structure, the quality of the information provided, and Companies House processing times.
What happens if beneficial ownership changes?
Changes should be considered as part of the Annual Update Statement and may require updated verification before filing.
What if my ownership structure is complex?
International holding companies, trusts, nominee arrangements and multi-layered ownership structures often require specialist review to determine the correct registrable beneficial owners.
How Persona Finance Can Help
Registering an overseas entity involves much more than completing an application form.
Identifying the correct beneficial owners, preparing supporting documentation, completing verification requirements and responding to Companies House queries all require careful attention to detail.
Persona Finance provides a complete Overseas Entity Registration Service for overseas companies buying, owning or selling UK property.
Our service includes:
HMRC-approved Authorised Corporate Service Provider (ACSP)
Registered ROE verification agent
Beneficial-owner assessment
Verification of the overseas entity
Verification of up to two beneficial owners or managing officers
Companies House application
Government filing fee included
Overseas Entity ID
Companies House correspondence through to completion
Annual Update Statement services
Whether your ownership structure is straightforward or involves multiple international companies, our experienced team can guide you through the process from start to finish.
Need to Register an Overseas Entity?
If your overseas company is planning to purchase UK property, already owns UK real estate, or needs to obtain an Overseas Entity ID, our team is ready to help.
We'll review your ownership structure, explain the registration requirements, complete the required verification, and manage the Companies House application on your behalf.