Register of Overseas Entities

After the implementation of the Register of Overseas Entities (ROE) under the Economic Crime (Transparency and Enforcement) Act 2022, additional reforms are underway at Companies House, the UK Government Agency responsible for overseeing the registration of various entities including companies, limited partnerships, limited liability partnerships, foreign companies, and overseas entities. The forthcoming Economic Crime and Corporate Transparency Bill 2022, anticipated to be granted Royal Assent shortly, will mandate the verification of identities for all new and existing company directors, Persons with Significant Control (PSCs), and individuals filing with the Registrar of Companies.

Existing companies listed on the register, estimated to be around 5 million according to Companies House data, will be granted a transitional period to allow current directors and PSCs to comply with the new authentication requirements. Failure to adhere to these requirements may result in potential civil penalties and criminal repercussions for companies, directors, and PSCs, including fines, refusal of new company incorporations, and disqualification from directorship roles.

There will be two methods of identity verification:

1. Direct Verification through Companies House: This process involves individuals being directly linked to a primary identity document like a passport. The specific procedure for identity verification by Companies House is currently uncertain.
2. Indirect Verification via an Authorized Corporate Service Provider (ACSP): Alternatively, identity verification can be carried out through an ACSP registered with Companies House. In such cases, a declaration confirming the verified identity must be filed with Companies House.

ACSPs must be regulated by an anti-money laundering (AML) supervisory body and must already conduct customer due diligence checks on all clients as part of their obligations.

Furthermore, significant revisions are being made to the registration system for limited partnerships, which will impact many of our clients.