Economic Crime (Transparency and Enforcement) Act 2022 (“ECTEA 2022”) – Real Estate

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Overseas Entity Beneficial Ownership Register Quick Guide

This table provides an overview of the regime implemented under ECTEA 2022. Additional regulations are being introduced which extend the regime to different types of entities such as Scottish LLPs.




















1. What’s going on? All foreign entities (for which, see Q2 (What is a “foreign entity”?) below) that have a freehold property in the UK, or leases of more than seven years in the date of grant, must apply for registration on a new register maintained by Companies House.
2. What is a “foreign entity”? A legal entity governed by the law of a country or territory outside the UK. The Isle of Man and the Channel Islands are all classed as outside the UK. ECTEA 2022 is written broadly and intentionally and covers all types of legal structures including trusts, states, local authorities and unincorporated associations. s2(1) ECTEA 2022
3. When? The legislation came into force on August 1, 2022. Foreign entities now have until January 31, 2023 to register with Companies House. s4 ECTEA 2022
4. Why? It has long felt like bad actors have been allowed to invest their money in real estate assets in the UK. The invasion of Ukraine has given greater visibility to the issue and legislation has been accelerated so that sanctions can be applied to certain Russian nationals closely linked to the Putin government.
5. What is a recordable beneficial owner? ECTEA 2022 wants to make public the identity of people who own a business or control the management of a business that owns property in the UK; these people are called “beneficial owners”. Almost all beneficial owners are registrable; only entities that are already heavily regulated and subject to strict transparency requirements will not be eligible for registration. Schedule 2 ECTEA 2022
6. What is a beneficial owner? A person who exercises significant control over the business. A person who exercises significant control over the business.
7. Can I sell my property before ECTEA 2022 comes into force? Yes, but if you subsequently register as an Overseas Entity, you will need to tell the Registrar what assets you have dealt with since February 28, 2022. ss41-43 ECTEA 2022
8. Is the legislation retroactive in other respects? Yes; any overseas entity that has registered a property with the HM Land Registry since 1 January 1999 will need to register. s41 and appendix 3 ECTEA 2022
9. Does the overseas entity need to provide contact information only once? Nope; there is an annual update obligation. s7 ECTEA 2022




DETAILS OF THEIR REGISTRABLE BENEFICIARY OWNER AND PROTECTION OF THEIR PERSONAL INFORMATION










1. What must a foreign entity do? As a first step, take reasonable steps to find out if there are recordable beneficial owners and, if so, identify and notify them and provide the required details in a declaration to Companies House. He must also give the required information about himself.
2. What information is required about the overseas entity?

(a name;


(b) country of incorporation or training;


(c) registered or principal office;


(d) a service address;


(e) an email address;


(f) the entity’s legal form and governing law; and


(g) any public register in which he is registered and, where applicable, his registration number in this register

Annex 1 ECTEA 2022
3. What information is required about the registrable beneficial owner

The information required varies depending on the type of entity of the registered beneficial owner. If the recordable beneficial owner is an individual, the following information will be required:


(a) name, date of birth and nationality;


(b) usual residential address;


(c) a service address;


(d) the date on which the person became a recordable beneficial owner in respect of the foreign entity;


(e) which of the conditions of paragraph 6 of Schedule 2 is met with respect to the recordable beneficial owner and a statement as to why that condition is met;


(f) whether the individual satisfies this condition by virtue of being a trustee;


(g) whether the person is a designated person (within the meaning of section 9(2) of the Anti-Money Laundering Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

Part 3, Annex 1 ECTEA 2022
4. Is this information all public? No, individual birth dates will only appear as a month and year. An individual’s usual residential address will not be public, but will be accessible to HMRC and certain law enforcement agencies. In addition, information about trust beneficiaries, settlors and other office holders such as enforcers will not be made public. s24 ECTEA 2022

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This article by Mayer Brown provides information and commentary on interesting legal issues and developments. The foregoing is not a complete treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action regarding the matters discussed here.

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