The Register of Overseas Entities (ROE) plays a pivotal role in the government's efforts to increase transparency in the ownership of Overseas Entities that own UK land or property. It mandates that Overseas Entities possessing UK property or land disclose their beneficial owners or managing officers.
Without registration with Companies House, Overseas Entities are prohibited from engaging in transactions such as buying, selling, transferring, leasing, or charging land in the UK. Further, the Overseas Entities are required to file an annual update statement every year, even if there have not been any changes to the Overseas Entity and its beneficial owners.
Introduction
An Overseas Entity that no longer is a registered owner of land or property in the UK shall apply for removal from the Register of Overseas Entities.
Deregistering an Overseas Entity with Companies House in the UK involves several crucial steps to ensure compliance and successful processing. We will provide you with a detailed guide on the necessary preparations and procedures to follow before applying online for deregistration.
Before You Apply Online
Before initiating the deregistration process online, it's essential to complete certain prerequisites to streamline the process and avoid potential complications. Here's what you need to do:
1. Dispose of All UK Property
Ensure that the Overseas Entity has disposed of all property in the UK and that it is not listed on the land register. Companies House will cross-check with all three UK land registries before processing the application. If the entity is still listed as holding interests in UK property or land, the application will be rejected, and the fee will not be refunded.
2. Obtain Authentication Code
Have the authentication code ready, as it's required to make the deregistration application. If you don't have the code, you can request it by searching for the Overseas Entity on the Companies House register and selecting the option to 'Request an authentication code.' The code will be sent to the registered email address on record for the Overseas Entity.
3. Understand Public Disclosure
Recognise that even after the entity is removed as an active registered owner, information about the Overseas Entity and its beneficial owners will still be displayed on the public register. This transparency requirement ensures that relevant information remains accessible to interested parties.
Process of Deregistration
Once you've completed the necessary preparations, you can proceed with the online application for deregistration. Follow these steps:
Access the Companies House Portal
Log in to the Companies House online portal using your login credentials.
Fill Out the Deregistration Form
Complete the deregistration form accurately, providing all required details about the Overseas Entity. Ensure that the information is up-to-date and matches the records held by Companies House.
Submit Supporting Documents
Attach any supporting documents as requested, such as evidence of property disposal or relevant resolutions passed by the entity's board.
Pay Deregistration Fee
Pay the applicable fee for deregistration using the payment options available on the portal. The fee to remove an Overseas Entity is £400 until 1 May, when it increases to £706. Ensure timely payment to avoid delays in processing.
Await Confirmation
Once the application is submitted, await confirmation from Companies House. This may take some time as the application undergoes review and verification.
Conclusion
Once an Overseas Entity has been removed, its Overseas Entity ID will no longer be valid. This means it will not be able to buy, sell, transfer, lease or charge its property or land in the UK. Deregistering an Overseas Entity with Companies House requires careful planning, adherence to legal requirements, and effective utilisation of resources. By following the steps outlined in this guide and ensuring compliance with regulatory obligations, entities can navigate the deregistration process smoothly and achieve successful outcomes.
