Yes. An overseas company or other overseas legal entity can own UK land and property. However, since 1 August 2022, most overseas entities that want to buy, sell, transfer, lease (in certain cases) or charge UK property must first register on the Register of Overseas Entities (ROE) at Companies House and disclose their beneficial owners (or, if none are registrable, their managing officers).
If the entity already owned UK property, the rules also apply retrospectively depending on where the property is:
- England & Wales: property bought on/after 1 January 1999
- Scotland: property bought on/after 8 December 2014
- Northern Ireland: property bought on/after 5 September 2022
Why this matters
If an overseas entity is not correctly registered and kept up to date, it may be blocked at the Land Registry when trying to deal with its UK property—and there can be criminal and financial penalties for non-compliance.
The basics: what the overseas entity must do
1) Register on the Register of Overseas Entities (ROE)
To register, the overseas entity must provide details about:
- the entity itself (jurisdiction, legal form, registered office, etc.)
- its registrable beneficial owners (or managing officers where relevant)
- the UK-regulated agent who completed verification checks
Once accepted, Companies House issues an Overseas Entity ID (OE ID). This OE ID is then used when the entity deals with UK property.
2) Identify who the “beneficial owners” are (ROE test)
A beneficial owner is someone (or another entity) with significant influence/control. Common triggers include:
- over 25% of shares
- over 25% of voting rights
- power to appoint/remove a majority of the board
- otherwise exercising significant influence or control
3) Complete verification checks through a UK-regulated agent
Before registration (and certain future filings), details must be verified by a UK-regulated agent supervised under UK anti-money-laundering rules. The checks must be completed within a limited timeframe before filing.
4) File an Update Statement every year even if nothing changes
Every overseas entity on the ROE must file an annual update statement to confirm the information is still correct (and update anything that has changed).
There is a tight window: the update statement must be filed no later than 14 days after the due date.
What to look out for if the director or PSC is already registered with Companies House
This is a common area of confusion.
Key point: being a director/PSC on Companies House does not “cover” ROE
If an individual is already shown at Companies House as a director or PSC (Person with Significant Control) of a UK company, that does not automatically mean:
- the overseas entity is ROE-registered, or
- the overseas entity’s beneficial owners have been properly disclosed, or
- the overseas entity is compliant and able to transact with its UK property.
ROE is a separate register, with separate filing duties, and it focuses on the overseas entity’s beneficial ownership and control.
Watch-out #1: the overseas entity may have an OE ID, but still be “non-compliant”
Even if an overseas entity already has an OE ID, it can still be treated as non-compliant if it has missed its annual update statement or other requirements. In that situation, the relevant land registry may refuse to accept an application (for example, on a sale, lease, or charge).
Practical takeaway: Don’t just check “do we have an OE ID?”—check is the ROE record up to date right now?
Watch-out #2: mismatches between PSC records and ROE beneficial owners
It’s possible for someone to appear as a PSC of a UK company but not be the true registrable beneficial owner of the overseas entity that owns the property (or vice versa). Reasons include:
- group structures (parent companies, nominees, layered ownership)
- changes over time (shares transferred, voting rights changed)
- control exercised through agreements rather than shareholding
Practical takeaway: When you review compliance, work from the overseas entity’s current ownership and control—not just Companies House entries for a UK company.
Watch-out #3: identity verification is being introduced across Companies House
Companies House is rolling out identity verification requirements for directors and PSCs. Identity verification becomes a legal requirement from 18 November 2025, with a transition period for existing individuals to meet their due dates.
Practical takeaway: If your director/PSC is already on Companies House, ensure they understand and plan for ID verification requirements—separately from ROE obligations.
Watch-out #4: trusts and “hidden” controllers
Where trusts are involved, the ROE rules can still require disclosure and may share certain information with HMRC (even if it’s not shown publicly in the same way).
Practical takeaway: If any part of the structure includes trusts, treat it as higher risk for delays and additional disclosure/verification steps.
A practical compliance checklist (for overseas entities that already own UK property)
If you’re a director, PSC, investor, or adviser and the overseas entity already owns UK property, here’s what to review:
- Confirm the registered owner
- Check the title register (England & Wales, Scotland, or Northern Ireland) to confirm the overseas entity is the registered proprietor.
- Find the entity on the Register of Overseas Entities
- Confirm it is listed and has an OE ID.
- Check the ROE record is current
- Confirm the last update statement was filed on time and the next due date is diarised.
- Confirm beneficial owners/managing officers are correct
- Compare the ROE information to the current group structure, shareholder registers, and control arrangements.
- Check verification readiness
- Ensure you know who the UK-regulated agent is (or will be) for verification, and that you can provide supporting evidence promptly.
- Review planned transactions early
- Sales, refinancing, grants of leases, and transfers can be delayed if ROE compliance is not clean at the point of application.
Common “red flags” we see in practice
- The entity registered once, then missed the annual update statement
- A director assumes their Companies House director/PSC profile means the overseas entity is compliant (it doesn’t)
- Property held through an overseas entity formed years ago, with incomplete or outdated ownership records
- A transaction is agreed (sale/refinance) and only then someone realises the ROE record is out of date—causing last-minute urgency and cost
How Jermyn & Co can help
As a chartered accountancy firm, we can help you:
- map ownership/control to identify registrable beneficial owners
- coordinate with your solicitor/UK-regulated agent to make sure verification evidence is ready
- diarise and manage annual ROE update statements to reduce the risk of becoming non-compliant
- review wider UK compliance impacts (for example, reporting and tax considerations that often arise alongside property ownership)
For advice on compliance requirements and UK tax matters relating to your overseas entity, please contact us. We offer a free initial consultation.
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