Overseas entity statement
Written by Ray Coman
An overseas entity statement is required for companies incorporated outside the UK at least annually for confirming key company data with the registrar, Companies House. The most common information is likely to be beneficial owner and correspondence address details. If there have been updates to the registrar a statement can be filed more regularly. Usually, it is filed between the annual date if there has been some change in the entity, such as relates to the beneficial owner. An authentication code will be required for filing documents with Companies House including those which are registered outside the UK.
If a person becomes or ceases to be a beneficial owner it is a requirement to include this change on the renewal statement. It is a requirement to file the annual statement if there have not been any changes since the last statement (or since the registration of an overseas entity, if it is the end of the first year of registration.)
The statement must be filed via a UK regulated agent. The regulated agent will be required to carry out the anti-money laundering checks on any new beneficial owner. Validation checks are not required if there have been no changes of this nature since the last renewal date (or registration date in the first year of filing.) However, the AML checks are required for new clients of Coman&Co.
In addition to required company and beneficial owner information, the authentication code will be necessary for carrying out the online filing. An authentication code can be requested from Companies House via the publicly available record. It will be posted to the correspondence address.
The statement is due approximately around the anniversary of incorporation and is due to the registrar within 14 days. A renewal statement arises due to the Register of Overseas Entities that required registration by 31 January 2023. Many entities that left it until close to the deadline to fie documents will have annual statement dates about the time of writing.
Companies House can send fines for failure to send in a renewal statement and will invalidate the overseas entity ID. This could affect the ability of the business to make updates to HM Land Registry, subsequent to any disposals, acquisitions or changes in mortgage or lease arrangement to properties held by that entity. The entry on the register, which is publicly available through a search of the Companies House online page, will also be updated with the failure to file.
The current status and history of documents filed with Companies House can be viewed at any time by entering the entity name into the Companies House lookup service. The page will also contain key information which is made publicly available which will include the overseas entity renewal date.
The updates to the company and renewal statement must be filed via a UK regulated agent. Coman&Co is a registered agent and our details can be viewed via the following page: https://www.gov.uk/government/publications/find-a-uk-regulated-agent-to-verify-information-for-an-overseas-entity
At the time of writing Companies House charge an annual filing fee of £120 to which Coman&Co would charge a further £50.