The requirement for overseas entities to register or be registered on the UK Register of Overseas Entities (ROE) at Companies House could impact certain transactions that insolvency practitioners (IPs) and lenders are involved with.
Our latest quick guide highlights some of those areas and flags points for IPs and lenders to consider when dealing with property or land situated in England or Wales that is owned by, or where the intended purchaser is, an overseas entity.
The requirements to register or be registered on the ROE will impact not only those practitioners in the UK but also practitioners abroad who may have or intend to deal with UK property or land that is owned by an overseas entity.
Failure to register on the ROE carries both civil and criminal liabilities.
By registering on the ROE the overseas entity will receive an overseas entity ID number that will enable dealings with UK land and property to be registered at HM Land Registry. If they are not registered on the ROE, the overseas entity will be restricted from dealing with its UK property and land. Although largely impacting transactions in a solvent context, the requirement to be registered on the ROE to perfect a sale to an overseas entity, and dealing with land already owned by an overseas entity will impact those involved in restructuring and insolvency.
The important questions for all practitioners are:
(a) Is the overseas entity and intended disposition caught by the legislation?
(b) Do exemptions apply that enable the disposition to be registered at HM Land Registry notwithstanding that the overseas entity is not registered on the ROE?
(c) What steps need to be taken to ensure that adequate protections are included within contracts and documentation to ensure that the requirement to register on the ROE and/or the restriction on title that prevents dealing with land or property can be addressed.