Overseas Entities- Revoking the Financial Penalty

Has your company received a financial penalty from Companies House for either failing to register as an overseas entity by 31 January 2023 or by failing to file an update statement? Don’t panic. We may be able to overturn the penalty.

There are two routes to challenge the penalty under the Overseas Entities (Penalties and Northern Ireland) Disposals Regulations 2023. You can either appeal against the penalty on very specific grounds within 28 days of the decision (or later with good reason) OR make representations to Companies House to vary or revoke the penalty. We are achieving an increasing number of revocations of financial penalties from Companies House following representations. It is a matter of discretion for the Registrar of Companies House whether to vary or revoke a financial penalty. However in advancing arguments it is useful to have regard to Companies House’s own guidance entitled ‘Overseas Entities-A Guide to Enforcement’ and to also have regard to the statutory grounds of any appeal which are as follows:

(a) that the decision was unlawful

(b) that the decision was irrational or unreasonable

© that that the decision was made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice

It is often not enough to simply argue that you were unaware of your legal obligations as ignorance of the law is generally no defence. However reviewing the history of the breach can often throw up useful arguments we can use to persuade the Registrar to revoke the financial penalty.

If you require advice or assistance on responding to/ a financial penalty or to register as an oversea3s entity or file an update statement please feel free to call us on 0208858 5996 or 07894219314 or email winston.brown@brownandcosolicitors.co.uk.