Yesterday, Companies House published guidance on how an overseas entity registered on the Register of Overseas Entities (the Register) can file its annual update statement. The guidance comes as we near the first anniversary of the Register coming into effect.

All overseas entities registered must file an annual update statement even if there are no changes to the overseas entity or its beneficial owners or managing officers to report. An annual update statement must be filed no later than 14 days after the first anniversary of the overseas entity's registration or the date of the previous annual update statement, although it can be filed more often if you wish. The relevant statement date can be found on the overseas entity's entry on the Register. Failure to comply with the annual update statement filing requirement is a criminal offence and your overseas entity ID will become invalid, meaning that the overseas entity in question will be unable to buy, sell, transfer, lease (where registerable at the Land Registry) or charge any UK property. 

If you have acquired the shares of an overseas entity (for example, by way of a property SPV purchase) which was already on the Register at the time of purchase, you will need to file an annual update statement updating the beneficial ownership information and any other information which is now out-of-date. There is no need to make an early filing for this unless you wish to; the next annual update statement due can include the relevant information. 

Bear in mind that where information has to be updated, perhaps because there are new beneficial owners, this information will need to be verified by a UK-regulated agent. This may take some time so you will need to factor this in to your deadline date, i.e. it's not advisable to leave the update until the date it's due.

Annual update statements can be filed online from August 2023 unless the overseas entity involves any trusts (whether already known to Companies House or which need to be made known as part of the update) or any beneficial owners or managing officers have their personal information protected at Companies House. In these cases, you will need to obtain further guidance from enquiries@companieshouse.gov.uk.