If you own shares in an overseas entity that has not already registered on the Register of Overseas Entities (RoE), read this update.

Following our updates in May and August, the RoE went live on 1 August. The deadline to register is 31 January 2023. It is estimated that 80% of overseas entities that are caught by the legislation have not yet registered. Failure to do so could result in fine of up to £2,500 per a day and/or a prison sentence of up to five years. Furthermore, it is a criminal offence committed by both the entity and the managing officers. Additionally, as of 1 February 2023, any property/land owned by an unregistered overseas entity will not be able to sell, lease or charge over the property/land.

What overseas entities are caught?

If your overseas entity purchased property/land within the dates set out in the below table, your entity will need to register. Overseas entities should have received letters from the Land Registry and Companies House notifying the entity of the requirement to register. However, not receiving the letters does not exempt the entity from registering, nor does it avoid the severe penalties for non-compliance.

Jurisdiction in which the property/land is owned  Date of ownership 
England and Wales   1 January 1999 - present  
Scotland   8 December 2014 - present  
 Northern Ireland  1 August 2022 - present  


If your overseas entity has sold property/land since 28 February 2022 – present, the entity will still need to register on the RoE.

Whilst overseas entities the fail to register will face the above mentioned penalties, it is not expected that criminal action will be brought immediately against non-compliant entities. However, Companies House are expected to look at what attempts the overseas entity made to register prior to the deadline. It is therefore imperative that action to register on the RoE is taken now.

Should you require any assistance with any or all of the above or have any questions, please contact Sarah Rust.

This publication is intended for general guidance and represents our understanding of the relevant law and practice as at January 2023. Specific advice should be sought for specific cases. For more information see our terms & conditions.


Date published

18 January 2023


View all