In 2022, the UK property industry adapted to the practical implementation of the Register of Overseas Entities at Companies House, which was brought in by the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022). The short transitional period of six months that applied to most existing overseas registered proprietors has expired, so the obligations to register and maintain a valid registration are in full force. For a full overview of the requirements, you are welcome to get in touch to request a copy of the Howard Kennedy LLP client guide.
This article examines some of the detail set out in recent secondary legislation (as it applies in England) and touches on the draft Economic Crime and Corporate Transparency Bill (ECCT Bill). Having said that, a proper look at the ECCT Bill would need a separate article of its own. Here we focus on some of the wrinkles in the original legislation and how the new secondary legislation is aimed at helping with that in practice.
Register of Overseas Entities (Disclosure and Dispositions) Regulations SI 2023/344
The current regime may feel well-established, but it is worth keeping an eye on new developments. For example, the Register of Overseas Entities (Disclosure and Dispositions) Regulations SI 2023/344 were made on 20 March 2023. These include details of who may apply to the Secretary of State for consent to register a disposition, what information must be included and other procedural points. This is relevant where the consent of the Secretary of State is needed to register a disposition of land that would otherwise be prevented by the restriction on the title (see para 5, Schedule 4A of the Land Registration Act 2002 as added by ECTEA 2022).
Put simply, if a party is left in a position where a valid overseas entity identification number is needed to satisfy the restriction on the title, but it is not possible to provide such number, then they can apply to the Secretary of State for consent. The regulations set out how to do so. Such circumstances may not arise often, but they will come up.
Imagine a scenario where a transfer took place before ECTEA 2022 was enacted. The registration application may have been pending at the Land Registry for some time. If the application is cancelled after the circumstances of the parties have changed, it may not be possible for an overseas party to register. If none of the exceptions set out in certificate OE1 apply (for example there was no preceding contract) then consent of the Secretary of State would appear to be needed for the fresh application (see scenario 11.5 of HMLR Practice Guide 78).
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