New Consequences for Non-Compliance for Overseas Entities under UK Law

The UK Companies Act 2006 has been amended to introduce new consequences for non-compliance requirements for overseas entities ("OEs") operating within the UK. These changes, effective from 9 June 2025, are designed to enhance transparency and ensure that OEs adhere to regulatory standards.

Registrar's Authority to Issue Notices

Under section 1092A of the Companies Act 2006, the registrar currently has the authority to issue notices requiring specific information from OEs within a time limit set by the registrar ("s1092A Notice"). This provision empowers the registrar to demand necessary details to ensure compliance with regulatory requirements.

Consequences of Non-Compliance

From 9 June 2025, if an OE fails to comply with a s1092A Notice, section 3 of the Companies and Limited Liability Partnerships (Annotation) Regulations 2025 allows the registrar to annotate the register of Companies. This annotation will indicate that a s1092A Notice was issued and not complied with. It is important to note that the registrar is not obligated to use this power, leaving some discretion in its application.  Where used however, it will signal non-compliance and have important consequences for OEs.

Impact on Land Transactions

Failure to respond to a s1092A Notice has significant implications for OEs. The Economic Crime and Corporate Transparency Act 2023 amended the rules for Land Registration across the UK to state that an OE that does not comply with a s1092A Notice will not be treated as a registered OE. Consequently, the entity will be unable to transact in land in the UK until the failure is remedied. This provision underscores the importance of timely compliance to avoid disruptions in land transactions.

Timing and Ongoing Obligations

The regulations do not specify when s1092A Notices can be served but they are most likely to be served when registered overseas entities reach the time limit for filing an annual update statement.  This is an ongoing obligation even where there have been no changes. 

Conclusion

OEs must be vigilant in fulfilling their annual update obligations and responding to s1092A notices to avoid potential legal and operational consequences.