Overseas Entities Can Now Apply to Be Removed from UK Register

07 May 2024

In April 2024, Companies House introduced a significant change that allows overseas entities to apply for removal from the UK Register. This new process offers Gibraltar-based businesses an opportunity to simplify their compliance obligations if they no longer hold UK property or land. However, careful consideration is also required due to its implications for these entities.

Key Aspects of the Removal Process

Eligibility and Timing:

An overseas entity can only apply for removal after it has disposed of all its UK property or land. The change of ownership must first be reflected in the relevant land registry before an entity applies to Companies House for removal. Entities should apply only when no longer listed on any UK land registry records as the registered owner.

Verification Requirements:

Before submitting an application, the entity must ensure that its beneficial ownership information is accurate and up-to-date. Any changes in beneficial ownership require verification by a UK-regulated agent within three months before the application date.

Consequences of Removal:

Once removed, the Overseas Entity ID becomes invalid, preventing the entity from buying, selling, transferring, leasing, or charging property or land in the UK unless it re-registers.

Information about the entity and its beneficial owners will remain publicly available on the register.

Implications for Gibraltar-Based Entities

  1. Streamlined Compliance:

Gibraltar-based businesses that no longer hold UK property can reduce compliance obligations by removing themselves from the register. They will no longer need to file annual update statements and face potential penalties for non-compliance.

  1. Mitigating Financial Risks:

Non-compliance with the Economic Crime (Transparency and Enforcement) Act 2022 could result in fines of up to £2,500 per day and potential criminal prosecution. Removal from the register after disposing of UK property ensures that Gibraltar entities avoid such penalties.

  1. Transparency and Beneficial Ownership:

Despite removal from the register, information about the entity's beneficial owners will remain accessible, ensuring compliance with transparency requirements. Gibraltar-based businesses must consider this continued public access before applying.

Annual Update Obligations for Remaining Entities

Entities that choose to remain on the register must adhere to strict filing requirements. Each registered entity must file an annual update statement confirming their beneficial ownership details remain accurate. Failing to file within 14 days after the due date may lead to financial penalties and invalidate the Overseas Entity ID, restricting future UK property transactions.

How Does This Affect Businesses in Gibraltar?

  1. Regulatory Clarity:

For those considering setting up a business in Gibraltar or maintaining Gibraltar residency while holding UK property, the removal process provides clarity on compliance requirements. It offers a structured pathway for reducing unnecessary administrative burdens if UK property is no longer owned.

  1. Compliance Monitoring:

Businesses in Gibraltar seeking to remain compliant should establish systems for continuously monitoring ownership changes and annual update requirements. Verification agents in Gibraltar can be crucial in ensuring compliance with UK regulations.

Summary

The ability to apply for removal from the Register of Overseas Entities presents an opportunity for Gibraltar-based entities to streamline their compliance efforts. However, it requires meticulous verification of beneficial ownership and accurate reflection in the land registry. Those Gibraltar businesses that maintain UK property must ensure compliance with the annual update requirements to avoid penalties and maintain valid entity IDs.

Please contact enquiries@gibro.com if you have any enquiries about registering an Overseas Entity on the Register of Overseas Entities, verifying any changes submitted on an annual update statement, or applying for removal from the register. 

Sources:

GOV.UK: Apply to Remove an Overseas Entity from the Register​ (GOV.UK)​

Companies House Blog: Register of Overseas Entities - Where We Are Now​ (Companies House Blog)

 

DISCLAIMER
The information provided in this blog post is for informational purposes only and is not intended as legal or financial advice. We strive to ensure the information is accurate and up-to-date, but we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the information. Any reliance you place on such information is strictly at your own risk. We shall not be held liable for any loss or damage arising out of or in connection with the use of this information. Please consult a qualified legal or financial professional for advice tailored to your individual circumstances.

David Revagliatte
Director of Marketing, Communications and Digital

Contact Us

Other News Articles

WhatsApp Icon image