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The Register of Overseas Entities (ROE) and its impact on land ownership in Scotland

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The ROE was established on 1 August 2022 under the Economic Crime (Transparency and Enforcement) Act 2022. Its purpose is to increase transparency as to the true beneficial ownership of land in the UK and to prevent and combat the use of UK property to launder money.

It is a publicly accessible register, which will disclose who owns or controls overseas entities that own or lease land in the UK. This article comments on Scottish aspects.

Does it affect you?

If you:

  1. are a corporate body, partnership or other entity governed by the law of a non-UK country or territory, including the Isle of Man and Channel Islands (overseas entity) and
  2. own (or lease for more than 20 years) land in Scotland and
  3. your title/lease was registered in in the Land Register of Scotland on or after 8 December 2014

then you should already have registered. The initial deadline for registration was 31 January 2023.

It will also affect you if any of the following scenarios apply:

  1. You are an overseas entity who is going to sell, lease or mortgage land in Scotland by granting a qualifying registerable deed, i.e.:
    1. a disposition (conveyancing) or
    2. a lease/sub-lease for more than 20 years or
    3. an assignation of such a lease or
    4. a standard security (mortgage)
  2. You are an overseas entity who is going to acquire a qualifying registerable deed.
  3. You are acquiring a registerable deed from an overseas entity.

What should you do?

If you are an overseas entity planning to buy, lease or grant security over property, you should register now so that your property transaction is not held up due to lack of registration. This also applies if you are going to sell or lease or grant security over a property interest that you acquired before 8 December 2014, and which did not trigger a 31 January 2023 registration requirement. The registration process can take some time, so it is best to start early.

Once you have registered, there is an annual obligation to submit an update even where there is no change to your information.

If you are a purchaser, tenant or lender acquiring property from an overseas entity, you must ensure that the overseas entity with which you are transacting is registered in the ROE. Obtain their Overseas Entity ID (which would have been issued by Companies House following registration).

Consequences of non-compliance

If you are an overseas entity, or if you are acquiring from an overseas entity, you will not be able to register a qualifying registerable deed in the Land Register of Scotland without evidence of registration in the ROE. The Land Register will reject applications for such deeds. Early ROE registration is therefore essential to facilitate the timely processing of property transactions.

It is a criminal offence for an overseas entity and its officers to grant a qualifying registerable deed without being registered in the ROE or to otherwise breach the terms of the legislation. Penalties include imprisonment and hefty fines.

How to register in the ROE

You must apply to Companies House and provide them with information about the beneficial owners.

Before doing so you must give all beneficial owners information notices and ask them to verify that their details are correct. You must then engage a UK regulated agent to complete verification checks on all beneficial owners and provide their independent certification of the information. Once you have all relevant information and the independent certification you can complete your application to Companies House.

Interaction with Register of Persons Holding a Controlled Interest in Land (RCI)

The obligations imposed on overseas entities and their beneficial owners by the RCI legislation are entirely separate, and meantime in addition, to the obligations under the ROE. Where affected, you will need to register in both. See our separate article on the RCI.

This is a summary of some of the implications of ROE and should not be read as legal advice and relied upon.

Please contact one of our team for further advice.