Under the Economic Crime (Transparency and Enforcement) Act 2022 all overseas companies must register at Companies House. They will be added to the Register of Overseas Entities and given a registration number. If you are acting for an overseas company that owns or wants to own property in England and Wales, then you need this number early in the proceedings. You must not exchange contracts without it, unless you have a contract conditional on registration. Failing to register is a criminal office and an indicator of money laundering. It also means the transaction on which you are advising cannot be registered.
Keystone cannot arrange a registration as it requires us to provide confirmations of identity of the client that are beyond our ability to state with complete certainty (an exception would be if we have set the company up recently). Companies House keeps a register of providers who can get overseas companies registered which you can view here.
Note that without a registration number the transaction cannot be registered at HMLR. For further information see Register of Overseas Entities: How it affects land transactions.
Our reporting obligations under the MLRs
The Money Laundering Regulations separately require us to report to Companies House where we identify a discrepancy between the beneficial ownership information we obtain and what is recorded on the Register of Overseas Entities.
If, in the course of a matter, you notice anything that does not sit comfortably, for example:
please report this to the MLRO. You are not expected to make this assessment or any report yourself, this will be done for you.
In many cases, the first practical step will simply be for the other side (or for our client, in those cases) to take reasonable steps to register the entity properly or correct the ROE entry before the transaction proceeds.
Please bring these points into your thinking on any matter involving an overseas company seller, and involve the MLRO early if anything looks unusual.