New requirements for Overseas Entities

tiemadmin • 17 July 2025

Overseas property owners must now report earlier ownership changes or risk penalties from 31 July 2025. Under new rules introduced by the Economic Crime and Corporate Transparency Act 2023, entities that registered on the UK’s Register of Overseas Entities must disclose any changes in beneficial ownership that occurred during their pre-registration period. This adds to the annual update requirements already in place and supports HMRC’s efforts to combat offshore tax non-compliance. Missing a deadline or failing to register can result in fines, and can make it impossible to sell or mortgage the property.

The Register of Overseas Entities came into force in the UK on 1 August 2022. The register is held by Companies House and requires overseas entities that own land or property in the UK to declare their beneficial owners and / or managing officers.

From 31 July 2025, overseas entities must report any beneficial ownership changes that occurred during the pre-registration period when filing an updated statement with Companies House. This is a new measure that was introduced under the Economic Crime and Corporate Transparency Act 2023.

The pre-registration period is different for every overseas entity. It’s between 28 February 2022 and either:

  • the end of the transition period (31 January 2023); and
  • the entity’s registration date, if it registered before 31 January 2023.

There is an annual filing requirement for the register of overseas entities. This means that registered entities must file an overseas entity update statement one year after the overseas entity was registered, and every year after that. This is required in order to inform Companies House of any changes, or to confirm that the information they hold is still correct.

Information on the register is available to HMRC and is used to help identify offshore tax non-compliance of:

  • overseas legal entities
  • overseas legal arrangements
  • beneficial owners (including settlors, beneficiaries etc).

There are financial penalties for entities that have failed to comply with the rules. As well as financial penalties, overseas entities which fail to register will find it difficult to sell, lease or raise charges over their land.  

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