Practice Direction 2/2022 - The Economic Crime (Transparency and Enforcement) Act 2022

This note was issued on 30 August 2022.

Background

The Economic Crime (Transparency and Enforcement) Act 2022 (‘the Act’) created a new register of overseas entities (‘ROE’) requiring overseas entities that own land in the United Kingdom (UK) to provide details of their beneficial ownership. The ROE is held by Companies House.

For the purposes of this Practice Direction and for land registration purposes, an overseas entity is an entity as defined in the Act. This includes any entity that is not incorporated in the UK and includes those established in one of the Channel Islands, the Isle of Man and the Republic of Ireland. This also includes an overseas limited liability partnership that has a separate legal existence from its individual partners/members.

The Land Registration Act (Northern Ireland) 1970 has been amended by the Act to require overseas entities from 5 September 2022, to be registered with the ROE (and to comply with their updating duty as set out in the Act) at the time of their making an application for registration of new ownership of a qualifying estate and for registrations of subsequent dispositions with Land Registry.

New Arrangements

1. Applications to register an overseas entity as owner received in the Land Registry from 5 September 2022

From 5 September 2022, practitioners will be required to provide the following information when lodging an application to register any overseas entity as a registered proprietor of an estate: -

the company territory of incorporation/governing territory,
UK registration number if applicable,
a valid Overseas Entity ID reference number AND
a UK address for service.

These details may either be confirmed within a Solicitor’s certificate accompanying the application, or within the body of the relevant deed.

If the Overseas Entity ID reference number is not valid at the date of the application to Land Registry, the application will be rejected.

The Overseas Entity ID reference number and an overseas entity inhibition will be registered on the folio on registration of an overseas entity as owner of a qualifying estate with the following wording:

“No transfer of the owner’s estate, grant of a leasehold estate, or creation of a charge on the land is to be registered except by order of the Court or unless the Registrar is satisfied that one of the conditions in paragraph 3(5) of Schedule 8A of the Land Registration Act (Northern Ireland) 1970 applies.”

No application/fee is required for the overseas entity inhibition.

2. Applications to register a disposition by an overseas entity where an overseas entity inhibition is registered

From 5 September 2022, where an overseas entity inhibition is registered, practitioners will be required to provide a valid Overseas Entity ID reference when lodging an application for a disposition by the overseas entity.

These details may either be confirmed within a Solicitor’s certificate accompanying the application, or within the body of the relevant deed.

If the Overseas Entity ID reference number was not valid at the date of disposition, the application will be rejected.

3. Exempt Applications

Whilst regulations have not yet been made in relation to exemptions, it will be acceptable when such regulations are made for the application lodged to be accompanied by a solicitor’s certificate confirming that the overseas entity [at the date of the disposition created by the deed of (insert details of deed) ………. dated ………] [is/was] an exempt overseas entity of a description specified in regulations made under Section 34(6) of the Economic Crime (Transparency and Enforcement) Act 2022 [or cite other relevant exemption].

Miscellaneous

Please note that Land Registry reserves the right to require additional information and/or documentation in individual cases.

Christine Farrell
Registrar of Titles

Dated 30 August 2022