Overseas ownership – What you need to know

UK Statutory Reporting Obligations must be considered by all entities that are owned in part or in whole by an overseas individual or entity. It doesn’t matter if the UK operations are only a branch and not a separate company, the same consideration must be given. Thought must also be given to these requirements if you are considering external overseas investment into your business.

Steven Burgess, Audit Partner explores some of the key – and perhaps lesser known – areas that must be considered to ensure that you don’t fall foul of relevant UK legislation.

Recent changes to the Register of Overseas Entities

Further amendments to the Register of Overseas Entities regime came into force in July 2026 through The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026. The changes primarily affect how certain protected information and trust information is handled by Companies House, together with some associated service address requirements.

For many overseas owners these changes will not alter their day-to-day filing obligations. However, they are another reminder that the UK continues to strengthen its corporate transparency framework and that ownership structures, beneficial ownership records and Companies House filings should be kept under regular review.

Whilst the July 2026 changes are relatively targeted, overseas investors and overseas parent groups should remember that a number of wider UK reporting requirements may apply, including:

• Register of Overseas Entities obligations for overseas entities owning UK land or property.
• Annual update statement requirements.
• People with Significant Control (PSC) reporting.
• Registration and filing obligations for UK establishments of overseas companies.
• Identity verification requirements.
• Potential UK statutory audit requirements, even where a UK subsidiary is small in its own right.

Register of Overseas Entities

The Register of Overseas Entities came into force in the UK on 1 August 2022 through the Economic Crime (Transparency and Enforcement) Act 2022.  This forms a key part of the government’s strategy to tackle global economic crime.

It is now a requirement for overseas entities that own UK property or land to declare their beneficial owners or managing officers.  Overseas entities cannot buy, sell, transfer, lease, or raise a charge against land in the UK unless they’ve registered with Companies House.

All entities on the Register must file an update statement every year to confirm the information held is correct, even if nothing has changed.  Entities may face prosecution or a financial penalty if they do not file.

People with Significant Control (PSC)

Information on the beneficial ownership of companies has been publicly available since 2016.  A PSC is someone who owns or controls your company who must be identified and the details recorded on your PSC register at Companies House.

The requirements set out clearly how to identify your PSC; most PSCs are those who hold:

• more than 25% of shares in the company
• more than 25% of voting rights in the company
• the right to appoint or remove the majority of the board of directors

A Relevant Legal Entity (RLE) is, in simple terms, a corporate PSC. Ownership structures involving overseas companies can be more complex and it is important to consider the full ownership chain to ensure the correct individuals or entities are reported to Companies House. Detailed examples can be found in Government guidance.

Failure to comply can result in a prison sentence of up to two years, a fine, or both, if a PSC is identified but not notified.

UK branches of overseas companies

A sometimes forgotten piece of legislation is in relation to the requirement for overseas companies to register in the UK where there is a UK establishment.  A UK establishment is a place of business or branch of an overseas company in the UK.

Beyond the requirement to register the UK establishment, the overseas owners must also send their own company accounts to Companies House.  What they need to deliver will depend on what the company must prepare and disclose under ‘parent law’.  Parent law is the law of the country where the company is incorporated.

For example, where audited accounts are filed under parent law those same accounts must be filed with Companies House too.  Even where there is no requirement to prepare, audit and file accounts under parent law, accounts must still be prepared, signed and delivered to Companies House.

In addition, identity verification requirements now apply to directors of overseas companies with UK establishments.

Audit requirement

Whether you are a UK branch or subsidiary of an overseas entity, you should consider whether an audit is required.

Even where the UK company qualifies as ‘small’ (and might otherwise be able to claim exemption from audit), if the wider overseas group to which it belongs is not small then the UK company would require an audit.  There still remain a large number of overseas groups that are unaware of the requirement to have the ‘small’ UK subsidiary audited.

Group size is measured by reference to the following criteria, effective 6 April 2025, where two of the three thresholds are breached – and I reiterate, for the Group – then it is likely that the UK subsidiary will require an audit, regardless of size:

• Turnover: Net: £15 million, or gross: £18 million.
• Total assets: Net: £7.5 million, or gross: £9 million.
• Average number of employees in the period: 50.

In summary UK legislation and matters affecting overseas owners extend far beyond these areas.

The Economic Crime and Corporate Transparency Act (ECCTA) 2023 has strengthened Companies House powers and introduced identity verification requirements for directors and people with significant control. Overseas owners should ensure ownership structures and Companies House records are accurate and up to date.

The regulatory framework continues to evolve. Further amendments to the Register of Overseas Entities introduced in July 2026, refine aspects of the protection and disclosure regime. And whilst these latest changes are relatively targeted, they underline the importance of maintaining accurate ownership records and ensuring Companies House filings remain up to date.

We’re here to help

For advice and support with regards to overseas ownership, speak to Steven or one of our team who regularly assist UK and international clients on matters such as transfer pricing, corporate tax obligations, residency issues, global mobility, duty and customs.  Call us on 0330 058 6559 or email hello@scruttonbland.co.uk.