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APRIL 11, 2022


VOLUME XII, NUMBER 101


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Greenberg Traurig, LLP
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ECONOMIC CRIME (TRANSPARENCY AND ENFORCEMENT) BILL 2022 BECOMES LAW – PRACTICAL
IMPLICATIONS OF UK PROPERTY OWNERSHIP BY OVERSEAS ENTITIES

Tuesday, March 15, 2022

In light of the current socio-political climate provoked by Russia’s invasion of
Ukraine on 24 February 2022 (the Russian Ukraine Invasion), the UK government on
1 March 2022 set forth UK Government’s Economic Crime (Enforcement and
Transparency) Bill 2022, which received royal assent 14 March 2022, becoming the
Act. In doing so, it has expedited its efforts in reforming the laws on
corporate criminal liability in the UK. Furthermore, and pertinent to UK lawyers
acting on real estate transactions and non-UK owners of UK property, the Act
introduces the register of overseas entities and beneficial owners owning
property in the UK, a motion UK government first proposed in 2016. The
Act aims to “to crack down on dirty money in the UK and corrupt elites”.

The agenda of the Act is threefold. First, to introduce registration obligations
to increase transparency of non-UK ownership of UK land and property by way of
the Register; second, to make provision about unexplained wealth orders (UWOs),
allowing UK law enforcement more flexibility to investigate the origin of
property and facilitate the recovery of proceeds of crime; and third, to make
provision about sanctions (the Sanctions) proposing to introduce a ‘strict civil
liability test’ in relation to sanctions breaches.

This GT Alert focuses on the Register and sets out the “Who, What, Why, When and
How?” of the Act in this regard.


WHO WILL BE CAPTURED BY THE REGISTER?

Overseas Entities, including their Beneficial Owners (and managing officers in
the event there are no Beneficial Owners), holding Qualifying Estates will be
captured by the registration and disclosure obligations of the Register, set out
in Part 1 of the Act. Companies House will hold and maintain the Register, with
support from UK Land Registries. Anyone will be able to inspect and obtain
copies of the Register, with only certain personal information protected or
redacted from public inspection (e.g., residential addresses, date of birth
etc.). The Secretary of State shall also be permitted, pursuant to the Act, to
issue further regulations regarding the form, content and verification of the
information on Beneficial Owners and officers of Overseas Entities.

The Act defines “Overseas Entity” as “a legal entity …(body corporate,
partnership or other entity that (in each case) is a legal person under the law
by which it is governed)… that is governed by the law of a country or territory
outside the United Kingdom”.

A person is defined as a “Beneficial Owner”[1] of an Overseas Entity when one or
more of the following criteria is met:

 1. Ownership of shares – directly or indirectly holds more than 25% of the
    shares in the Overseas Entity.
 2. Voting rights - directly or indirectly holds more than 25% of the voting
    rights in the Overseas Entity.
 3. Directors – direct or indirect right to appoint or remove a majority of the
    board of directors of the Overseas Entity.
 4. Significant influence or control – exercise or has the right to exercise
    significant influence or control over the Overseas Entity.
 5. Trusts - (a) the trustees of a trust, or the members of a partnership,
    unincorporated association or other entity, that is not a legal person under
    the law by which it is governed meet any of the conditions specified above
    (in their capacity as such) in relation to the overseas entity, and (b) the
    beneficial owner has the right to exercise, or actually exercises,
    significant influence or control over the activities of that trust or
    entity.

The Act defines “Qualifying Estate”[2] as a freehold estate in land, or a
leasehold estate in land granted for a term of more than seven years from the
date of grant.


WHAT IS REQUIRED OF THE OVERSEAS ENTITY IN ORDER TO COMPLY WITH THE ACT?

The Overseas Entity must take reasonable steps to:

 1. identify any registrable Beneficial Owners[3] in relation to the entity; and
 2. obtain and provide the “required information” including but not limited to
    name, incorporation details, registered address, legal form and governing
    law etc.[4] as defined in Schedule 1 of the Act. Where there are no
    registrable Beneficial Owners, the Overseas Entity is required to provide
    information set out in Schedule 1, Part 4 of the Act pertaining to its
    managing officers.

To comply with the reporting obligations set out in the Act, an Overseas Entity
is required to serve “information notices” on all persons it knows, or has
reasonable cause to believe, are registrable Beneficial Owners (or managing
officers). The information notice requires the recipient to respond within one
month of receipt, stating whether or not it is a registrable Beneficial Owner
and confirming the details of the required information. It shall also be
required to supply any information that might help the Overseas Entity to comply
with its obligations and to ensure all registrable Beneficial Owners have been
identified and the required information is up-to-date and accurate.

Each Oversea Entity will have to provide one of the following three statements
and related information to Companies House:

 

Statement

Information

1.

(a) that the entity has identified one or more registrable beneficial owners and
that it has no reasonable cause to believe there are others, and (b) that the
entity is able to provide the required information about each registrable
beneficial owner it has identified.

1. The required information about the entity. 2. The required information about
each registrable beneficial owner that the entity has identified.

2.

A statement that the entity has no reasonable cause to believe that it has any
registrable beneficial owners.

1. The required information about the entity. 2. The required information about
each managing officer of the entity.

3.

(a) that the entity has reasonable cause to believe that there is at least one
registrable.

1. The required information about the entity.

Following disclosure of the required information, verification and registration
of the same, Companies House will issue the Overseas Entity an overseas entity
ID and record this ID in the Register. Without an overseas entity ID an Overseas
Entity cannot be registered at HM Land Registry as the owner of any UK land it
acquires.

Moreover, in order to retain its registered Overseas Entity status, an Overseas
Entity[5] must comply with the ongoing duty to update the Register at least
every 12 months. The Overseas Entity must also notify Companies House, in the
way prescribed by the Act, when it requires Beneficial Owners and/or managing
officers to be removed from the Register.


WHY IS THE REGISTER A SIGNIFICANT CHANGE FOR OVERSEAS ENTITIES’ UK PROPERTY
OWNERSHIP?

Where an Overseas Entity fails to comply with any of the above requirements,
that Overseas Entity and every one of its officers will have committed an
offence. Where recipients of information notices fail to comply or knowingly or
recklessly make false statements in purported compliance with any of the
obligations, this will also be an offence. Where such an offence is committed by
a legal entity, the offence will also be committed by every officer of the
entity in default. The obligations set out in Part 1 of the Act are backed by
fines and criminal sanctions, with those who fail to comply facing up to five
years imprisonment.

A crucial change for UK lawyers acting on Real Estate transactions and Overseas
Entities owning UK property is that failure to comply with the reporting
obligations will result in restrictions on title for the registration of
disposals or transactions involving the property. The restriction will prevent
sales, charges and leases of more than seven years from being registered unless
the entity is a registered Overseas Entity at the time of the transaction.
Whilst a disposition itself will still be valid, it cannot be registered at HM
Land Registry, and the Overseas Entity and every officer of the Overseas Entity
shall be committing a criminal offence, making the disposition punishable by up
to five years imprisonment or a fine or both.

The Chief Land Registrar must comply with the duty to enter a restriction under
paragraph 3 of Schedule 4A to the Land Registration Act 2002 (as amended by
Schedule 3, Part 1 of the Act).


WHEN WILL THE ACT COME INTO EFFECT, AND BY WHEN WILL THE REPORTING OBLIGATION
NEED TO BE SATISFIED?

The Act received royal assent 14 March 2022. Companies House, supported by the
UK Land Registries, will now begin the work to implement the Register as soon as
possible. The registration requirements will apply retrospectively to all
Qualifying Estate bought by Overseas Entities and registered at HM Land Registry
on or after 1 January 1999 for England and Wales, and for Scotland, all
Qualifying Estate bought by Overseas Entities and registered on the Land
Register of Scotland or after 8 December 2014 in Scotland.

Transitional provisions will allow Overseas Entities that already own Qualifying
Estates a six-month grace period to comply with the registration requirements.


HOW TO PREPARE FOR THE ACT’S PASSAGE?

The Register is designed to help tackle foreign money laundering, with the
increased transparency the Act creates aiding UK authorities to identify and
prosecute such activity. Given the retrospective nature of the Register and the
consequential criminal penalties for breach and non-compliance, Overseas
Entities owning UK property, with the assistance of their UK lawyers, in
anticipation of serving information notices and providing the Companies House
with the required information, should review their property portfolios and
ownership and holding structures to identify Beneficial Owners and Qualifying
Estates to ensure compliance.

--------------------------------------------------------------------------------

[1] Schedule 2, Part 2 of the Act.

[2] Schedule 4A of the Act.

[3] The Act defines “Registrable” Beneficial Owners as Beneficial Owners who are
not exempt pursuant to Schedule 2, Part 4 of the Act. The relevant minister will
define an exempt overseas entity at a later date.

[4] The “required information” about an overseas entity will be: Name, country
of incorporation or formation; registered or principal office; a service
address; an email address; the legal form of the entity and the law by which it
is governed; and any public register in which it is entered and, if applicable,
its registration number in that register, the date on which it became a
beneficial owner, whether the entity meets that condition by virtue of being a
trustee and whether it is a designated person. Where a registrable beneficial
owner is an individual, the required information about the owner will include
name, date of birth and nationality; usual residential address; a service
address; and the date on which the individual became a registrable beneficial
owner in relation to the overseas entity, business occupation (if any) and a
description of the officer’s roles and responsibilities in relation to the
entity. In the case of a trust, the required information about the owner will
include name of the trust or, if it does not have a name, a description by which
it may be identified; the date on which the trust was created; in relation to
each person who has at any time been a registrable beneficial owner in relation
to the overseas entity by virtue of being a trustee of the trust - (i)the
person’s name, (ii) the date on which the person became a registrable beneficial
owner in that capacity, and (iii) if relevant, the date on which the person
ceased to be a registrable beneficial owner in that capacity; (iv) in relation
to each beneficiary under the trust, the information that would be required
under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the beneficiary were a
registrable beneficial owner in relation to the overseas entity; (v) in relation
to each settlor or grantor, the information that would be required under
paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the settlor or grantor were a
registrable beneficial owner in relation to the overseas entity.

[5] Section 13 of the Act allows Overseas Entities to send an information notice
to any person/entity it knows or has reasonable cause to believe has knowledge
of the identity of a person or legal entity who is a registrable beneficial
owner in relation to the Overseas Entity. In practice, this will mean that law
firms may be served notices. How this will coexist with legal privilege in
practice remains to be seen, as the Act does expressly state that information
need not be provided where such information is covered by legal professional
privilege.

©2022 Greenberg Traurig, LLP. All rights reserved. National Law Review, Volume
XII, Number 74

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--------------------------------------------------------------------------------

About this Author

Ashia D. Adams
Senior Associate

Ashia D. Adams is a commercial real estate associate with a broad range of
experience in investment property acquisitions and sales, industrial portfolio
property acquisitions, development work and commercial lettings. Ashia has
particular experience in property refinancing and asset management work.

Ashia.Adams@gtlaw.com
+44 (0) 203-349-8700
www.gtlaw.com/en





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