In just over four weeks' time the register of overseas entities (the ROE) will be one year old. As we approach that milestone the overseas entities (OEs) that were first off the mark in terms of registering now need to turn their attention to their updating duty.
The updating duty is an annual obligation imposed on OEs and requires OEs to file an "update statement" at Companies House confirming that the information held on the ROE is correct or otherwise updating any information that has changed. An update statement must be filed even if there has been no change to the OE and its beneficial owners during the update period.
The trigger date for filing, also known as the statement date, is 12 months from the later of (1) the date the OE was first registered on the ROE and (2) the date it last provided an update statement to Companies House. The update statement must be filed within 14 days of the statement date and a criminal offence will be committed if this is not done. Furthermore the OE's ID will become invalid until such time as the records at Companies House have been updated which will mean that the OE will not be able to dispose of or deal with its existing UK property interests nor apply for registration at HM Land Registry as the registered proprietor of any new UK property. It is likely that any contractual documentation the OE has entered into in relation to UK property where completion is scheduled to take place after its statement date will contain warranties regarding its OE status and provisions stating that it will be deemed "not ready, able and willing to complete" if it is in breach of those.
If the OE needs to report any changes in its update statement (eg a new beneficial owner needs to be added) it needs to factor into its timetable the fact that those changes must be verified by a "relevant person" such as an accountant or regulated company service provider (the full list of those that qualify as "relevant persons" is set out in regulations).
Companies House have issued guidance outlining the process that OEs need to follow in order to file an update statement. For further information on the registration regime, click here for our full briefing or to discuss in further detail, please contact us.
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The articles published on this website, current at the dates of publication set out above, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action.