If an overseas company owns a flat in London or a commercial building in Manchester, who actually owns that company? Until recently, the answer could be nobody-knows. The Register of Overseas Entities changed that. Here is what it is, in plain English.
The Register of Overseas Entities (ROE) is a public Companies House register that records the beneficial ownership of overseas companies that own UK land or property. Introduced by the Economic Crime (Transparency and Enforcement) Act 2022 and live since 1 August 2022, it requires any overseas entity owning UK freehold or long leasehold property to register and keep its information up to date annually. Failure to register is a criminal offence and prevents the entity dealing with its UK property.
👉 Part of our ROE series: For the comprehensive treatment — verification, the step-by-step process, case studies and our managed service — see the full ROE guide.
Why the ROE Exists
Before August 2022, an overseas company could buy UK property without ever disclosing who ultimately owned or controlled it. The government had long been concerned this anonymity was being exploited — by people subject to sanctions, by money launderers, and by anyone wanting to hide UK holdings from scrutiny. ECTEA was passed in March 2022, fast-tracked in the aftermath of the invasion of Ukraine, with the ROE as its centrepiece. The aim: make ownership of UK land transparent so the property market cannot be used to hide the proceeds of crime. As of late 2023 around 29,000 entities had registered, at roughly 90% compliance.
Who Has to Register
Any overseas entity that owns or wants to acquire qualifying UK land. An overseas entity is any legal entity governed by the law of a country outside the UK — Jersey, Guernsey, Isle of Man, BVI, Cayman, the UAE, Singapore, Hong Kong, the US, India, or EU member states. UK companies are not overseas entities; they fall under the PSC regime. Qualifying land is broadly freehold or a long lease (over 7 years in England & Wales, over 20 in Scotland, over 21 in Northern Ireland).
What the ROE Requires
- Initial registration — the entity's details, its beneficial owners (broadly anyone holding more than 25% of shares or votes, or significant influence), its managing officers where there are no beneficial owners, any trusts in the chain, and the title numbers of UK land held (since 4 June 2024).
- Independent verification — unlike most Companies House filings, the information must be verified by a UK-supervised "relevant person" holding an agent assurance code.
- Annual updates — within 14 days of the registration anniversary, every year, for as long as the entity holds UK land (and at least 5 years after disposal).
Why It Matters in Practice
The consequences are real, not theoretical. The Land Registry will not register an overseas entity as owner without a valid OE ID, and places a restriction on existing titles preventing sale, leasing over 7 years or charging the property unless the entity is compliant. Non-compliance is also a criminal offence with fines, daily-rate penalties and imprisonment for officers in default, and since June 2023 Companies House has civil penalty powers (a £20,000 medium-level default). The status is visible to banks, conveyancers and counterparties, so the reputational cost often matches the financial one.
Quick Self-Check
Work through this decision tree to see, in about 30 seconds, whether your structure is in scope:
⭐ Key Takeaways
- The ROE is a public register of who really owns overseas companies that hold UK property.
- Any overseas entity owning UK freehold or long leasehold must register.
- UK companies are exempt — they use the PSC regime.
- Registration needs independent verification, plus an annual update every year.
- Non-compliance blocks all property dealings and is a criminal offence.
Frequently Asked Questions
A public Companies House register recording who really owns and controls overseas companies that hold UK land. Introduced by ECTEA 2022 and live since 1 August 2022, to stop UK property being used to hide the proceeds of crime.
No — UK companies (including Scotland and Northern Ireland) are not overseas entities and use the separate PSC regime instead.
Broadly UK freehold or long leasehold: freehold or a lease over 7 years (E&W), ownership or tenancy over 20 years (Scotland), freehold or a lease originally over 21 years (NI). Shorter leases do not trigger the obligation.