It Is Time for Filing an Overseas Entity Update Statement

10 AUG 2023

In the summer of 2022, the UK Government introduced the registration of overseas entity as part of their plan to address global economic crime. It requires overseas entities that own UK property or land to declare their beneficial owners or managing officers. Without registration with Companies House, such overseas entities cannot acquire, sell, transfer, lease or charge land in the UK.

As this requirement sets back a year, in this blog post, we will explain how to file an overseas entity update statement so that no criminal offences are committed, and an overseas entity is able to transact with their property or land in the UK.

Overseas Entity Update Statement

An overseas entity update statement is a statement that needs to be filed annually by all overseas entities on the Register of Overseas Entities. In other words, overseas entities have an annual duty to file an updated statement to Companies House confirming that the information on the register is up-to-date and correct.

To complete this filing, each entity needs an authentication code. This is a unique 6-digit alphanumeric code. The code is used to authorise information filed online and serves as the equivalent of a company officer’s signature. The code is requested through creating or signing into an account on WebFiling and is sent to the entity’s email address.

Failure to comply with the duty to update statement constituted a criminal offence. Further, non-compliance may lead to prosecution or the imposition of a financial penalty. Additionally, the overseas entity’s ID becomes invalid until records are updated and filed.

What Is Needed?

The following documents are needed to file an overseas entity update statement:

  • Companies House Account
  • The Overseas Entity ID
  • The Overseas Entity’s Authentication Code
  • The contact (name and email address) of someone to be communicated about the update
  • Information about the UK-regulated agent that conducted the verification checks, if relevant
  • A credit or debit card to pay £120 fee


Every overseas entity is required to submit an updated statement annually, regardless of whether any changes have occurred. However, this annual frequency is minimum and if an overseas entity decides to file more often, they may do so.

The annual date for filing, the statement date, is 12 months from the later of the overseas entity was first registered on the registry or the date the latest updated statement provided to Companies House. Since the expiry of the statement date, an overseas entity has 14-days to file. Beyond these14-days the entity is considered late in filing and is required to file at the earliest opportunity.

Each updated statement covers only the 12-month period. Where an overseas entity needs to cover a longer duration, then another update statement should be filed. Hence, an update statement cannot be filed for a term longer than 12 months. The Companies House register provides the update statement dates for entities.

Late Filing

Non or late filings amount is a criminal offence and entities may encounter prosecution or a financial penalty for breaching this obligation. Furthermore, the overseas entity’s ID will become invalid preventing the company from dealing with their existing property or registering with HM Land Registry. Finally, in case of a default a note to the entity’s public record will be added.

Who Can File an Overseas Entity Update Statement

Anyone employed or working on behalf of the overseas entity is allowed to use the online service. However, where any trusts are involved in the overseas entity or any beneficial owners or managing officers of the entity have their personal information protected at the Companies House, this service is not available.

In case where a trust is involved in the overseas entity, the updated statement should be provided in paper format instead of filing it online.

Content of the Update Statement

Ensuring the accuracy of all submitted information is of utmost importance. The register outlines all the information about the overseas entity, its beneficial owners or managing officers that needs to be reviewed and/or updated. Home addresses of individual beneficial owners and managing officers may be needed to be entered anew. Where changes are made, such changes should be verified by a UK-regulated agent no more than 3 months prior the update statement’s date.

Regarding the content of the update statement more specifically, where there is a new beneficial owner or managing officer, information about that new member must be provided, or were a person stopped being a beneficial owner or managing officer, the statement should indicate the date they stopped being in that position.

If the overseas entity has no active beneficial owners, then information on each managing officer should be provided.

Prior amending any information verification checks must be conducted. These checks are required only in the case of new information, and they must be carried out no later than 3 months before the date of the update statement. If the information remains unaltered, no verification is needed.

Only UK-regulated agents may carry out verification checks. These agents have an agent assurance code. They must be based in the UK and supervised according to the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017. Financial institutions or legal professionals may be competent to carry out these checks.

You can find a list of UK-regulated agents here.

Yulia Barnes

Managing Partner

Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.

Experience Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.

Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.

Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.

Will Moran


Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.

Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.

Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.

Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.

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Mark advises businesses of all sizes – from sole traders to corporations. Among his clients are: clothing and lifestyle brands, restaurants and food suppliers, IT companies, banks, hedge funds and venture capital firms, education providers, medical and pharmaceutical brands.

Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.

Recent transactions
  • Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
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  • Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.

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Ioulia has a solid background in family law and offers guidance, clarity, and support to clients during one of their most challenging times in their life.

She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.

Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.

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Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.

Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.

Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.


Mehves Selamoglu


Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.

Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.

Outside of work and studies, she enjoys running, tennis and yoga.

Mehves is looking forward to developing her legal skills at Barnes Law.


Julia Podgornova

Investor Relationship Manager

Julia guides clients in making important business decisions based on comprehensive risk assessment and strategy. She supports investors in devising strategies designed to maximise each business’s potential from pre-seed to IPO.

Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.

In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.