Lawyer Monthly - November 2022

About Iryna Vale Iryna Vale is Head of Corporate Secretarial Services at TMF UK. A chartered company secretary with over 15 years’ work experience in the company secretarial field, her previous experience includes independently managing portfolios of up to 600 clients. About TMF Group TMF Group is an international provider of administrative services. Its 9,100 experts provide legal, financial and employee administration through the Group’s 120 offices worldwide. Contact Niamh Breslin Territory Manager UK IDA Ireland Shaftesbury House, 151 Shaftesbury Ave, London WC2H 8AL, UK Tel: +44 02073 799728 sale, the Act also applies retrospectively to property or land sold in the UK on or after the 28 February 2022. While you may not currently fall into the categories above, for any future sale you will be required to demonstrate your compliance with the Act and supply your registration to the new buyer. The penalties imposed on those who are not compliant with the Act can include fines of up to £2,500 a day or up to five years’ imprisonment. Restrictions will also be imposed when buying, selling, transferring, leasing or charging property or land. All overseas entities that fall within the defined parameters must provide the required information on both the entity itself and its ultimate beneficial owners. Information on an entity’s managing director must be provided in cases where a beneficial owner cannot be determined. Where a foreign trust holds UK real estate, the trustee(s) of that trust is considered a registrable beneficial owner and details about the trust must be shared as well. For further clarity of the necessary requirements, please refer to the UK government guidance. A UK-regulated agent must complete verification checks on all beneficial owners 30 LAWYERMONTHLYNOVEMBER 2022 and managing officers of an overseas entity before it can be registered. Completion of Register filings with Companies House have demonstrated that this process is rarely straightforward. In certain cases, registration can be even more challenging, especially when it is a condition of sale. This increase in complexity requires keeping to a tight deadline, given that completion must be submitted by 31 January. Another example of a complex scenario is where the trustees of a trust are registrable beneficial owners. Information on that trust will need to be provided, including: • Current or past beneficial owners • Beneficiaries • Settlors • Grantors • Interested persons With no monetary threshold conditions, it is surprising that at the time of writing there have been just 2,299 registrations, which according to some estimations is fewer than 10% of the entities which are in scope. A necessary consideration for those in scope is to register now to avoid both noncompliance and any further restrictions during any future sale process.

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