On 22 September 2025, Companies House published the Register of Overseas Entities Rules 2025 which set out the form, manner of delivery and method of authentication for documents delivered to the registrar of companies in respect of the Register of Overseas Entities.
The Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) established the Register of Overseas Entities in August 2022, to enhance transparency regarding the beneficial ownership of overseas entities holding land in the UK.
The new rules on delivering documents for the Register of Overseas Entities include:
Electronic Delivery
The following documents must be delivered electronically:
- Application for Registration: Made under section 4 of the ECTEA.
- Update Statements: Including statements, information, and other things required to be delivered under section 7 of the ECTEA.
- Other Documents: Such as applications for removal, replacement, or additional documents, and applications to rectify the register.
The Exceptions to Electronic Delivery
An exception applies when a relevant individual makes an application under regulation 7, and the document relates to that application. In such cases, the document may be delivered in a non-electronic format.
Pre-Registration Disclosure
Overseas entities must disclose information about beneficial ownership and trusts during a specific pre-registration period, which captures any changes in beneficial ownership or trust arrangements before the entity was formally registered.
Information Required
Overseas entities filing an update statement must provide details about:
- Registrable Beneficial Owners: Including their identity and relevant information.
- Trusts Involved: Details about the trust and its beneficiaries.
- Trust Beneficiaries: Information about the beneficiaries of the trust.
These rules aim to enhance transparency in UK property ownership and combat economic crime. Overseas entities should prepare by reviewing their historic ownership and trust records, identifying whether they owned UK property during the pre-registration period, and ensuring compliance with the new requirements.
This information will need to be verified by a UK-regulated agent before it can be filed. Branch Austin McCormick are registered as Agents and can help with the verification. Please contact Sarita Ghere on sg@branchaustinmccormick.com.
