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How to remove an overseas entity

| Alison Smith | 19 April 2024

Companies House have recently issued guidance on the process to apply for the removal of an overseas entity from the Register of Overseas Entities. 

Alongside the new guidance, from 1 May onwards, the application fee to remove an overseas entity from the register will increase from £400 to £706.

What is an overseas entity?

In the context of the Register of Overseas Entities, an overseas entity is a legal entity, such as a company or other organisation that has legal personality and is governed by the law of a country or territory outside the United Kingdom e.g. the Channel Islands, or the Republic of Ireland. If the overseas entity is no longer a registered owner of relevant property or land in the UK, it can apply to be removed from the Register of Overseas Entities.

What is the application process?

This will be similar to the annual update whereby if there have been no changes since the last annual update, the overseas entity will be able to submit the application.  In the event that there have been changes to the overseas entity since the last annual update filed at Companies House, a UK-regulated agent will need to verify those changes and make the submission on behalf of the overseas entity. 

Things to be mindful of when applying to remove an overseas entity

Before applying it is important to ensure that the land registry application to dispose of all land/property held in the UK has been completed, as Companies House will not remove the overseas entity from their register if applications are still in progress. Companies House will check with the three UK land registries before processing the application and will reject it if the overseas entity is still listed as holding interests in UK property or land. The filing fee will not be refunded if the application is rejected for this reason. 

What effect will this have?

Information about the overseas entity and its beneficial owners will still be shown on the public register, even after the entity has been removed as an active registered owner.  However its Overseas Entity ID will no longer be valid, which means it will be unable to buy, sell, transfer, lease or charge its property or land in the UK unless it registers again.

What information is needed to apply to remove an overseas entity?

The application will time out after 60 minutes, but answers can be saved as the application progresses. The person making the application will need the following information to hand:

  • Companies House account login details
  • the Overseas Entity ID
  • the overseas entity’s authentication code*
  • the name and email address of someone Companies House can contact about the application if needed
  • any changes to information about the overseas entity and its beneficial owners or managing officers
  • information about the UK-regulated agent that completed verification checks, if relevant
  • a credit or debit card – payment cannot be made via a Companies House payment account

*The 6-digit authentication code will be required for the application process. If you do not have a code, search for the overseas entity’s listing on the Companies House register and select ‘Request an authentication code’. Companies House will send the code to the email address they have on record for the overseas entity.  

Nothing specific has been provided for circumstances where the overseas entity in question is now closed completely and unable to pay said fee. We will advise further when guidance is released in this matter.

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