Overseas entities (PG78)
Guidance for conveyancers on overseas entities (practice guide 78).
Applies to England and Wales
Documents
Details
This guide deals with the registration requirements for overseas entities, in particular the requirements when they differ from those for UK companies. The guide also includes some information about overseas companies, overseas limited liability partnerships and foreign states.
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Last updated 1 March 2024 + show all updates
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The guide has been amended to reflect the fact that the Economic Crime (Transparency and Enforcement) Act 2022 has now come into full effect and the transitional period has come to an end.
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We have updated practice guide 78 to include section 3.6.4, setting out our requirements for adding an overseas entity ID to the register as a standalone application by a means other than the Digital Registration Service (DRS), bulk applications or Business Gateway connected software.
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Section 3.6 has been added to provide guidance on how OE IDs can be added to the register as standalone applications.
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Section 3.4.2 has been amended to clarify that no application is required to remove a ROE or transitional ROE restriction if an overseas company is being removed from the register, so long as satisfactory evidence of compliance has been provided. Section 4.1 has been amended as a result of a change in the law (repeal of the Companies (Cross-Border) Regulations 2007).
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Section 3.3.1 has been added to explain how the Economic Crime (Transparency and Enforcement) Act 2022 affects deeds of variation. Sections 4.1, 4.8 and 5.3.6 have been amended to include guidance on UK Societas and UK Economic Interest Groupings.
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This guide has been amended to reflect the changes made by the Economic Crime (Transparency and Enforcement) Act 2022. The name of the guide has also been changed.
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Section 4 has been amended as a result of the introduction of practice guide 82: electronic signatures accepted by HM Land Registry.
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Section 5 has been amended as a result of changes to EU insolvency proceedings due to Brexit.
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Section 4.4 has been updated to confirm that where a foreign company is already registered as proprietor of a registered charge we do not require evidence as to its status.
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Section 3.5.1 has been added giving example letters. This is not a change of practice.
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Sections 4.3.4 and 4.3.5 have been amended to provide further information about forms of execution and information required when an attorney executes on behalf of an overseas company.
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Sections 4.3.1, 4.3.2 and 4.3.3 have been amended to provide examples of how to fill in forms of execution.
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Section 3.1 has been amended to include some guidance on non-European Union cross-border mergers.
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Section 3.6 on cross-border mergers has been corrected to explain that where the transferee is not a UK company, the merger must be approved by the relevant competent authority in the member state. This may be a Companies Registry rather than a court. Section 4.3 on execution without a common seal has been amended to include an example of execution where the authorised person is a corporate body incorporated in England and Wales. Section 5 on insolvency has been amended to confirm that the evidence of liquidation for an overseas company required is a certified copy of the court order or other documents relied on and the written opinion of a lawyer as to the nature and effect of the liquidation.
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Section 4.3 of the guide has been updated to clarify the execution requirements for a document by an overseas company without a common seal. This reflects the amendment made to Paragraph E of Schedule 9 to the Land Registration Rules 2003 by the Land Registration (Amendment) Rules 2018 coming into force on 6 April 2018. Section 3.3 of the guide has been amended as rule 111A is being revoked by the Land Registration (Amendment) Rules 2018 coming into force on 6 April 2018.
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Section 4.2 has been amended. As a result of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 the form of execution set out in Schedule 9, Part E of the Land Registration Rules 2003 is no longer correct, in addition, the Land Registration (Amendment) Rules 2018 will amend Part E with effect from 6 April 2018.
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Section 3.3 has been amended to clarify our practice as a result of customer feedback.
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Section 3.8 now confirms the actual date when Societas Europaea were introduced into UK law and a new section 4.4 has been added which deals with discharges.
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First published.