Register of Overseas Entities: who must register and update

The Register of Overseas Entities is a public register, kept by Companies House, of the overseas entities that own UK land and the people who ultimately control them. If your company, trust vehicle or foundation is governed by non-UK law and wants to buy, sell or transfer UK property, it must register, verify its beneficial owners and keep its entry current every year.

For families and family offices that have held London flats or country estates through a BVI or Jersey company for decades, this is not a one-off form. It is an annual obligation. If you miss it, HM Land Registry can block a sale or remortgage on the day you need it to go through. This guide sets out who files, who checks, what changed in 2025 and 2026, and what it costs when things slip.

What the Register of Overseas Entities is and who must register

An overseas entity is any legal entity governed by the law of a country outside the UK. If that entity wants to buy, sell or transfer UK land, it must be on the register and hold an Overseas Entity ID. Companies House runs the register. HM Land Registry and its Scottish and Northern Irish counterparts enforce it.

The rules are retrospective. In England and Wales, they catch freeholds and leases of more than seven years that the entity acquired on or after 1 January 1999. In Scotland, the cut-off is 8 December 2014, and in Northern Ireland it is 5 September 2022. Existing owners had to register by 31 January 2023, so any entity that held qualifying property and still has not registered is already in breach.

Selling does not get you out of it. An entity that disposed of UK property after 28 February 2022 also had to register and give details of the disposal. Some families assume a 2022 sale closed the matter, and it did not.

If you are still deciding how to hold property, our guide to holding UK property through an offshore company explains which structures still make sense.

Registrable beneficial owners, managing officers and trusts

The heart of the filing is identifying who stands behind the entity. A registrable beneficial owner can be an individual, a legal entity, a government or public authority, a trustee, or a member of a firm. They are registrable if they meet one or more of these four conditions:

• Shares: they hold more than 25% of the shares in the entity

• Votes: they hold more than 25% of the voting rights

• Board control: they can appoint or remove a majority of the board

• Significant influence or control: they have the right to exercise, or actually exercise, significant influence or control over the entity

When no registrable beneficial owner can be identified, you are not off the hook. The entity must instead give details of its managing officers, meaning its directors, managers or secretary. Treat this as a reasoned position, not an easy way out.

Trusts need more detail. Where trustees are registrable beneficial owners, the entity must file:

• the trust's name and creation date

• any former beneficial owners, with dates

• for each beneficiary, settlor, grantor or interested person who is an individual: name, date of birth, nationality, and home and correspondence addresses

• for legal entities in those roles: name, addresses, country of formation, legal form, governing law and register details

Multi-layered arrangements make this harder. Our piece on family office structures and their corporate building blocks shows how ownership chains are built and traced.

Verification by a UK-regulated agent

Companies House will not accept your filing on trust. Before the entity registers, a UK-regulated agent must verify every beneficial owner and managing officer. The entity does the filing, but the agent does the checking.

The agent has to meet three tests. It must be based in the UK. It must be supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. It must also hold a Companies House agent assurance code. An overseas lawyer or fund administrator in Geneva or Singapore cannot do this overseas entity verification on your behalf, however well regulated they are at home.

Timing matters as well. The checks must be completed no more than three months before registration. Any changes you report in an update statement must be verified no more than three months before the statement date. If you collect passports in January and file in May, the checks are stale and you will have to redo them.

In practice, start verification about six weeks before your deadline. That leaves enough time to chase a beneficiary for a certified document without the checks expiring.

The annual update statement

Every overseas entity must file an update statement at least once a year, even if nothing has changed. This is the obligation that catches most people out. The statement date falls within a year of registration or of the last update, and the entity then has 14 days to file.

The register of overseas entities update statement must confirm that all the information on the register is correct as at the statement date. It must also report any changes during the period, such as a new beneficial owner or a trustee stepping down. Any changes need fresh verification by the UK-regulated agent within the three-month window.

From 1 February 2026, the Companies House fees are:

• Registration: £250 online (£528 on paper)

• Update statement: £134 online (£268 on paper)

• Removal from the register: £301 online

Filing online halves the update cost. More importantly, it avoids postal delays that could push you past the 14-day window.

Penalties and land registry restrictions

Criminal offences and daily fines. Failing to file the update statement is a criminal offence. It is committed by the entity and by every officer in default. In England and Wales, a continuing daily default fine applies of up to the greater of £2,500 and half of level 4 on the standard scale, for each day the failure continues (Economic Crime (Transparency and Enforcement) Act 2022, s.8).

Civil penalties set per property. Companies House can impose a civil penalty instead of prosecuting. These are set per property: £10,000 for low-value, £20,000 for medium-value and £50,000 for high-value property. The band depends on council tax band, rateable value or house price index value. Across a portfolio of five London flats, the exposure adds up quickly. The Overseas Entity ID also becomes invalid, which matters for the next point.

The restriction on your title. Under Schedule 4A of the Land Registration Act 2002 and HM Land Registry Practice Guide 78, HM Land Registry places a restriction on the title of any overseas entity that became owner on an application from 1 January 1999. While the restriction is in place, sales, leases of more than seven years and charges cannot be registered. The entity must be registered (or exempt), or a listed exception must apply. This is shown by a valid Overseas Entity ID or a conveyancer's OE1 certificate. A buyer or lender dealing with a non-compliant entity cannot register the transaction, so your sale stalls and your refinancing collapses.

What changed in 2025 and 2026

Trust information became available on request from 31 August 2025. Trust details filed with the register are no longer purely private. People can apply to Companies House for the trust information held about a single overseas entity, at £55 per entity. A legitimate interest must be shown to ask about several entities at once, or to see details of anyone aged 17 or under. If your register of overseas entities trusts information is accurate, this is manageable. If it is sloppy, it is now visible to others.

The July 2026 amendments made trust information easier to obtain. Since 9 July 2026 (SI 2026/778), someone asking Companies House for trust information no longer has to give the trust's name, and Companies House can release trust data with the details of anyone under 18 removed. Overseas entities must still file the trust's name, and the beneficiary and settlor details.

Pre-registration ownership changes under ECCTA have been postponed. The Economic Crime and Corporate Transparency Act 2023 planned to require entities to report ownership changes that happened before registration. Companies House postponed it on 22 July 2025 and has not set a new date, so check gov.uk for a commencement date rather than preparing filings now.

New fees took effect on 1 February 2026: £250 online registration, £134 for an online update and £301 for online removal. If you are choosing a holding jurisdiction, our comparison of Cayman or BVI for an offshore holding company covers the ongoing compliance load of each. For those weighing a UK vehicle instead, see our guide to registering a UK company as a non-resident.

Register of Overseas Entities FAQs

Do I need to file an update statement if nothing has changed? Yes. Every overseas entity must file at least once a year, even if nothing has changed. The statement simply confirms that the register is correct as at the statement date. Skipping it is a criminal offence, however unchanged your structure is.

Can anyone see who benefits from a trust that owns UK property? It is not shown on the public register, but it can be requested. Since 31 August 2025, people can apply to Companies House for the trust information held about a single overseas entity, for £55. A legitimate interest is needed to ask about several entities at once or to see details of anyone aged 17 or under. Since 9 July 2026, applicants no longer have to give the trust's name.

Who can verify our beneficial owners? Only a UK-regulated agent. It must be based in the UK, be supervised under the 2017 Money Laundering Regulations and hold a Companies House agent assurance code. Your offshore administrator cannot do it unless it meets all three tests.

What happens if we miss the 14-day filing window? The entity and every officer in default commit an offence, and daily fines can build up. Companies House may impose a civil penalty of £10,000 to £50,000 per property instead. Your Overseas Entity ID also becomes invalid, which blocks sales, long leases and charges at HM Land Registry until you put things right.

The pattern is straightforward once you see it laid out. The entity files, a UK agent verifies, Companies House registers and HM Land Registry enforces. Every year, that cycle starts again. Most problems come from treating registration as a one-off task and forgetting the anniversary, or from collecting identity documents too early for the three-month verification window.

Put the statement date in a diary that does not depend on one person remembering it, and start verification about six weeks ahead. If your structure has several layers or trustees in more than one country, talk to Cosmos about how your cross-border holding structure fits together. Cosmos coordinates corporate, tax and compliance work across countries with named specialists and local partners, and the ROE verification itself is done by a UK-regulated agent.