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The register of beneficial owners of overseas entities - what does this mean for you? Transaction

Offshore company Owner of a UK property

Create a register, submit information to Companies House and keep the information up to date

Selling a UK property to a UK company

Selling a UK property to an overseas company

Supply your registration number to the buyer

Supply your registration number to the buyer

Obtain the buyer’s registration number

Buying a UK property from a UK company

Buying a UK property from an overseas company

Supply your registration number to your lender and the seller

Supply your registration number to your lender and the seller

Obtain the seller’s registration number

requirement. Those intending to buy an interest will need to apply. All overseas entities will have a specific entry placed on their Land Registry title.

Companies House will hold this ownership register as a companion to its other registers, including the register of companies. On production of the required information, the entity will be given a registration number by Companies House. Possessed of the Companies House number, the overseas owner will then be able to inform the Land Registry. The information will need to be regularly refreshed, although timescales remain uncertain at present.

What are the sanctions for non-compliance? The government proposes criminal sanctions for non-compliance, but the ‘teeth’ to the regime is that it will be impossible for overseas entities to obtain finance, deal with or charge a property and be registered with legal title at the Land Registry without a beneficial ownership registration number.

In practice an extra box will be inserted on the Land Registry forms and an application by an overseas entity will be rejected at the outset if the beneficial ownership registration number is not provided.

Confirmation of the seller’s registration number will become a routine extra step in due diligence on a property.

How will the new regime affect lenders, where their overseas borrowers default? Where an overseas entity is non-compliant and it defaults on its loan finance, a lender must still be able to enforce its security by repossessing and disposing of the property, notwithstanding the restriction on the title of the property. The manner in which such third party rights are to be protected currently remains unclear.

Are there any ways for overseas entities to not

be caught by the new regime? The proposals will apply to all overseas legal entities that own UK properties, there will be no exceptions. However, the nature of


the beneficial ownership register for overseas entities is the same as the PSC Register in that if full confirmed information is not available, a statement to this effect will be made in the register. Accordingly, whilst it will not be possible to not register, if the ownership arrangements are such that there are no disclosable persons, no disclosable information will be required.


The UK civil service has worked to progress this through the 2017 General Election period. It has wide support from politicians. Accordingly, expect to see something in the next Queen’s Speech, and to see the parliamentary draftsmen working on the text of the law over the summer.


If you have any questions relating to the proposed new register or other elements of the UK’s rapidly developing transparency regime, please contact Edward Craft or your usual Wedlake Bell contact.

Edward Craft, Partner, Corporate e: t: +44 (0)20 395 3099

Claire Haynes, Professional Support Lawyer, Commercial Property e: t: +44 (0)20 7406 1607

Nothing UK company Nothing


Obtain the buyer’s registration number

Obtain the seller’s registration number

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