Following our alert on the proposed changes to the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) issued earlier this year, the government has now passed the Economic Crime and Corporate Transparency Act 2023 (ECCTA). ECCTA, which received Royal Assent on 26 October 2023, introduces a number of amendments to the requirements around the Register of Overseas Entities (ROE) contained in ECTEA, as well as setting out further powers which the government hopes will help counter corruption and fight fraud.
Please note that these provisions have not yet been brought into force and will be implemented by way of secondary legislation, although we do not yet have a timeline for this. We will keep you updated on any developments in this regard.
Whilst the changes are not as onerous as first anticipated, Overseas Entities (OEs) should be aware of the following:
Trusts
The most complicated changes will affect trusts of OEs. The new legislation broadens the detail which must be disclosed by a trust as part of the ROE registration process. All trusts and trustees will need to be disclosed, even if the trustee owns the OE indirectly. There will be a new ongoing requirement to update Companies House of changes in beneficiaries under trusts and where UK property is held on trust by an OE, the beneficiary will qualify as a beneficial owner for the purposes of the ROE regime and will need to be disclosed, regardless of the size of its interest in the property.
Required Information about OEs
Principal Office
Under ECTEA OEs were obliged to provide the details for either their registered or principal offices. The new rules require that OEs must provide the address of their principal office. This is intended to bring the rules in line with the rules under the Companies Act 2006. There is currently no definition of "principal" office and we hope further guidance will be issued on this.
Title Numbers
OEs must also now provide the title numbers for each of the properties they own in England and Wales. There are similar obligations for OEs that own property in NI and Scotland.
It is possible to carry out a search at the Land Registry to obtain details of the title numbers of properties owned by a specific OE but there are some limitations around how and when such a search can be used.
This required information will need to be disclosed at registration on the ROE and updated as part of the OEs updating duties under ECTEA and so OEs should ensure that they maintain up to date information, recording disposals and acquisitions as appropriate in readiness to provide this information when required.
