Register of Overseas Entities in the UK
Author: James Oton
Following the enactment of the Economic Crime (Transparency and Enforcement) Act 2022 in the UK, with a view to crack down on Money Laundering, overseas corporate entities are required to provide greater transparency over their beneficial ownership.
This follows the general trend where many jurisdictions, including Gibraltar, are required to maintain a register of Ultimate Beneficial Ownership (“UBO”). This UBO Register must balance between the need for transparency and the right to privacy of individuals in their private business affairs.
This was recognised by the European Court of Justice on the 22 November 2022, which ruled that the EU law granting the general public access to information regarding UBOs constitutes a serious interference with the fundamental rights to respect for private life and to the protection of personal data, and as such is invalid.
Since 1st August 2022 overseas entities transacting with property or land in the UK must now register with Companies House and identify their beneficial owners.
The new regulations will also apply, retrospectively, to overseas entities who bought property or land on or after:
1st January 1999 in England and Wales and;
8th December 2014 in Scotland
The deadline for registration is 31st January 2023.
The consequence is that if these entities do not register with Companies House, they will not have an overseas entity ID and thus will not be able to register a change of interest at the relevant land registry. This will prohibit that entity from buying or selling property or land in the UK.
There are a number of Gibraltar property holding companies which own property and land in the UK.
Whilst it may have historically been useful to have a Gibraltar holding company this may no longer be the case and we have seen an increased demand for the transfer of title of the UK property to the ultimate beneficial owner.
The preferred method of carrying out the transfer of Title would be to follow the process of a members’ voluntary liquidation with Title being transferred by way of a distribution in specie with no consideration by the appointed liquidator.
James Oton is a licensed insolvency practitioner and has experience in dealing with Gibraltar-based transactions in the UK, Spain and Portugal.
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