The register of overseas entities was launched in the summer of 2022. Held by Companies House, it requires overseas entities that own land or property in the UK to declare their beneficial owners or managing officers where there is no registrable beneficial owner.  

These overseas entities include legal entities – such as companies and trusts where there is a corporate trustee – that have a legal personality and are governed by the law of a country or territory outside the UK. Where any registrable beneficial owners are trustees of trusts (or equivalents of legal arrangements of a similar character to a trust), the overseas entities must also disclose information about the concerned trusts for example, settlors, beneficiaries, and protectors. 

Overseas entities who want to buy, sell or transfer property or land in the UK must register with Companies House and tell it who their registrable beneficial owners or managing officers are. 

Overseas entities who already own or lease land or property in the UK needed to register with Companies House, disclosing their registrable beneficial owners or managing officers, by 31 January 2023. 

HMRC will have access to this information towards the end of February 2023. It is therefore urging taxpayers to come forward and declare any unpaid tax relating to UK properties held in these structures before it raises investigations into these. Disclosures should be made through the Worldwide Disclosure Facility. If fraud has been committed, the Contractual Disclosure Facility should be used. 

HMRC reminds taxpayers that any penalties chargeable in respect of underpaid tax may be higher if HMRC discovers any associated errors before the taxpayer discloses this voluntarily. Given that HMRC expects to receive information from Companies House before the end of February, it recommends that disclosures are made before the end of this month. 

For further information, HMRC has pulled together some guidance about the tax risks associated with companies owning UK property, interested trusts and UK-resident beneficial owners: Tax implications of the Register of Overseas Entities.