Register of Overseas Annual Update Statement

Aug 9, 2023

For any overseas entity which has registered on the Register of Overseas Entities, the time is fast approaching to file their first annual update statement. As of August 2023, overseas entities will be required to verify the information Companies House holds on them annually, starting within one year of registration and each subsequent year after their first Update Statement.

The initial Update Statement will show the position of the entity one year, minus a day, from the date of registration. Each entity will be asked to confirm all information which is shown on the register and possibly even reconfirm the home addresses of its beneficial owners and managing officers.

If there have been any changes since Registration, entities will need to instruct a UK-regulated agent to verify any changes of beneficial owners or managing agents (in a similar way to which they had individuals verified when they originally registered). Where there have been changes, it will not be possible to make the filing without an agent’s assurance code. Agents can be individuals or companies, such as law firms, but they must be regulated by the Money Laundering, Terrorist Financing and Transfer of Funds Regulations.

This will be a new process for all overseas entities who hold or lease land in the UK – having registered during the last 12 months. In preparation, each entity should ensure that they hold the specific Authentication Code for their entity provided by the Registrar on initial registration, and if they do not have the Authentication Code for any reason, they should ensure they request a duplicate code in plenty of time in order to make the annual filing.

One surprise is the filing fee for submitting the Update Statement. It will cost each entity £120 to file the compulsory update, which is higher than the cost of the original registration. It is anticipated this will be in line with more wide-spread increases in Companies House filing fees as the Economic Crime and Corporate Transparency Bill is set to receive Royal Assent.

It should be noted, failure to file the update statement is a criminal offence which could see offenders fined or facing prosecution. Each entity should be aware of the date of their update statement and if they are unsure about filing their update statement or if some information may need verifying, they should seek advice from an independent UK-regulated agent, in plenty of time before the return date. Failure to file will mean that the entity will lose its status and not be able to transfer, sell or buy property until their status is revalidated

If you would like advice about filing your first annual update statement, please contact us to speak to a member of our Corporate Team.

This reflects the law and market position at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought in relation to a specific matter.
Michelle Lamberth

Michelle Lamberth

Senior Paralegal, Corporate and Commercial Law

Ben Eastburn

Ben Eastburn

Company Secretarial Paralegal, Corporate and Commercial

Alex Celik

Alex Celik

Paralegal, Corporate and Commercial

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