How to file an update statement for an overseas entity and its beneficial owners or managing officers.
What an overseas entity update statement is
An update statement must be filed every year by all overseas entities on the Register of Overseas Entities.
It requires you to check and confirm that all the information about the overseas entity on the register is still correct, and update anything that has changed. You must file an update statement even if nothing has changed.
It’s a criminal offence if you do not file your update statement, and you may face prosecution or a financial penalty. Your overseas entity ID will become invalid until you bring your record up to date and file your update statement.
When you need to file
All overseas entities must file an update statement every year. You can file more often if you want to.
Your statement date is within a year of the date the overseas entity was registered, or within a year of your last update statement.
You have 14 days from the statement date to file. After this, your filing will be considered late and you must file it as soon as possible.
An update statement can only cover 12 months. If you need to cover more than 12 months, you’ll need to file another update statement.
You can find the update statement date by searching for the entity on the Companies House register.
If nothing has changed
You must file an update statement even if there have not been any changes to the overseas entity and its beneficial owners during the update period. This confirms that the information on the register is correct.
What happens if you file your update statement late
If you do not file your update statement on time:
- you’ll be committing a criminal offence and you could be prosecuted or fined
- your overseas entity ID will not be valid and you will not be able to buy, sell, transfer, lease or charge your property or land in the UK
- we’ll add a note to your public record that says you have not filed your update statement
Who can use this service
You can use this service if you work at, or work on behalf of, the overseas entity.
You currently cannot use this service if any beneficial owners or managing officers have their personal information protected at Companies House. This includes any who are waiting for the results of an application.
Contact firstname.lastname@example.org for further guidance.
What information you need to review and update
When submitting an update statement using this online service, you will be asked to review all the information we show on the register about the overseas entity and its beneficial owners or managing officers. You must update any information that has changed.
All the information must be correct as at the date of the update statement.
Any changes you make must have been verified by a UK-regulated agent no more than 3 months before the date of the update statement.
If someone has become a registrable beneficial owner or managing officer
If you are adding new beneficial owners or managing officers, you’ll need to provide information about them.
Read the guidance on registering an overseas entity to find out what information you need to provide about new beneficial owners and managing officers.
If someone is no longer a registrable beneficial owner or managing officer
You’ll need to tell us the date they stopped being a beneficial owner or managing officer, and make sure their information is correct as at that date.
You also need to tell us about anyone that both became and ceased to be a registrable beneficial owner during the update period. The information you provide about them must be correct as at the date they stopped being one.
If there are no active beneficial owners, you must tell us about each managing officer.
If there are trusts involved in the overseas entity
Overseas entities with trust information can now file their update statement online. This includes trusts that the entity has already told us about, and trusts that you need to tell us about as part of this update statement.
You’ll need to file an overseas entity update statement even if you do not need to make any changes to trust information.
How to get an authentication code
An authentication code is a unique 6 character code that every overseas entity needs in order to file online. We’ll ask for it every time someone files online for the entity — it confirms to us that they’re authorised to do so.
To request an authentication code, search for the overseas entity on the Companies House register, and then select ‘Request an authentication code’.
We’ll send the code to the email address we have on record for the overseas entity.
What verification checks need to be completed
Verification checks must be completed on any information that you are changing, and on any new beneficial owners and managing officers that you are adding.
Verification checks must be carried out no more than 3 months before the date of the update statement.
If you are not changing any information, you will not need to complete any verification checks.
Verification checks can only be carried out by a UK-regulated agent. They must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. They can be an individual or a corporate entity, such as a financial institution or legal professional.
Agent assurance code
The UK-regulated agent carrying out verification checks must have an agent assurance code.
If they are also filing the update statement for the overseas entity, they will be asked to provide the code as part of this service. Otherwise, they will need to provide the code after the update statement has been filed by submitting an Overseas entity verification checks statement.
File an overseas entity update statement
- to sign in to or create a Companies House account
- the Overseas Entity ID
- the overseas entity’s authentication code
- the name and email address of someone we can contact about the update
- to tell us about the UK-regulated agent that completed verification checks, if relevant
- a credit or debit card to pay the £120 fee - for now, you cannot pay with a Companies House payment account
You’ll also need to provide an agent assurance code if you’re the UK-regulated agent who carried out the verification checks.
This service could take a while to complete. It will time out if you do not use it for 60 minutes. You can save your answers and resume your application later.