Overseas entities registration: the deadline approaches

Insight shared by:

Gateley Legal

Article by

The deadline for overseas entities which own property in the UK to register on the new register of overseas entities is 31 January 2023. We explore what this means for borrowers and lenders granting or taking security over real estate.


The Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) came into force on 1 August 2022 with the land registration aspects taking effect on 5 September 2022. ECTEA introduced a requirement for overseas entities (OE) which own real estate in the UK to record information about themselves and their beneficial owners on a new register at Companies House. ECTEA has already impacted on finance transactions because it has not been possible for OEs to buy UK real estate without having registered since commencement of the land registration aspects of the legislation last year. 

ECTEA gave OEs that were already registered property owners on 1 August 2022 a six-month transitional period in which to register. That transitional period is due to end on 31 January 2023, meaning that all overseas entities which own property in the UK are required to have registered by that date.

What is required?

OEs need to apply to Companies House to be entered on the register. Prior to doing so the OE must identify its beneficial owners and the information must be verified by an approved party. Only certain persons acting in the course of business carried on by them in the UK can verify information for the purposes of the register. Companies House has published a list of entities able to provide verification services.

Implications of missing the deadline

OEs which have not been registered in time for the 31 January 2023 deadline are at risk of criminal liability and/ or a fine.

Crucially for lenders and borrowers, such OEs will be prevented from buying, selling, transferring, leasing or charging property or land in the UK without first being registered.

The current state of play 

With just days remaining before the 31 January 2023 deadline, there are around 13,000 OEs on the register out of an estimated 33,000 that are required to register. 

These numbers mean there are likely to be a large number of applications being made over the next couple of weeks. Verification providers, and Companies House, may struggle to process all applications in time for the deadline. 

Practical takeaways for lenders and borrowers

  • Due to the impending deadline and the number of OEs not yet registered, registration on the register of overseas entities may take longer than expected and this should be factored into deal completion timetables.
  • OEs that have not yet applied to register should do so as soon as possible.
  • OEs may find that they are unable to register in time to meet the deadline. Where this is the case they will be prevented from charging and entering into certain other transactions with their UK real estate until their registration is completed. They will also be liable for criminal penalties and fines.
  • It is unclear what approach Companies House will take to non-compliance with the deadline in terms of penalties, however it may be beneficial if the OE can show that they have applied and their application is pending rather than they have simply taken no steps to comply.
  • The Loan Market Association has published a guidance note on the Register of Overseas Entities which is available to members on their website

Gateley Plc is authorised and regulated by the SRA (Solicitors' Regulation Authority). Please visit the SRA website for details of the professional conduct rules which Gateley Legal must comply with.

Got a question? Get in touch.