EDWARD YOUNG LIMITED TERMS & CONDITIONS
REGISTRATION OF OVERSEAS ENTITIES (ROE)
These terms explain the basis on which Edward Young Limited (we/us) carry out all the work necessary in connection with ROE. Unless agreed otherwise these terms and conditions of business apply to any future instructions you give us.
Limitation of Liability
We do not accept any liability for any loss flowing directly or indirectly from our compliance with our duties (or its duties as understood by us) in respect of the matters outlined below.
To the extent that we provide any services to you not related to the ROE, these will be governed by our standard terms and conditions which are provided separately upon instruction of non-ROE matters.
Definitions
“ECTEA” – the Economic Crime (Transparency and Enforcement) Act 2022;
“Registration” – the registration of an overseas entity on the ROE under Part One of ECTEA;
“ROE” – the Register of Overseas Entities maintained by the registrar of companies for England;
“Verification” – the verification of information relating to an overseas entity for submission to the ROE pursuant to Part Two of the Verification Regulations;
“Verification Regulations” – the Register of Overseas Entities (Verification and Provision of Information) Regulations 2022.
Information provided to us
We are reliant on you for the provision of all information in relation to the overseas entity, its beneficial owners, managing officers and any trusts.
You warrant that all the information provided to us is true, complete and not misleading in any material respect. You further agree to indemnify us for any loss it may suffer as a result of a breach of this warranty.
If the overseas entity is from a jurisdiction which doesn’t have a public registry, the corporate service provider in that jurisdiction will certify all the relevant details, including the ownership structure of the entity.
No Guarantee of Verification or Registration
We are a relevant person as defined by the Verification Regulations and as such can verify information for the purposes of the ROE.
It is the responsibility of the overseas entity to provide all information that is required to verify the relevant information.
If we are not satisfied) that the required information has been provided to verify the relevant information, we shall refuse to verify the information or to complete a Registration application.
In such event our fees shall not be refunded and no liability shall be incurred.
Confidentiality
Other than as may be required by law we will keep your information confidential.
Payment Arrangements
We charge UK VAT where applicable and disbursements such as Companies House fees. We reserve the right to request payment in advance of work.
Storage of information
We are obliged under the ECTEA to maintain all records submitted for a period of five years. You acknowledge documents cannot be destroyed during this period. Our papers may be come under regulatory audit by our regulator and you agree that if a regulatory audit is required, your papers may be inspected during this audit.
Connected companies
These terms apply to all companies within a group of companies.
Anti-Money Laundering Compliance
The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, The Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 require us to undertake Due Diligence on all new clients and prospective clients before the business relationship commences or an occasional transaction is undertaken.
This involves identifying the client and any ultimate ownership and control structure where appropriate and verifying this information on the basis of documents, data or information obtained from reliable and independent sources.
Such sources may include electronic identification services which use credit reference information to verify an individual’s identity, but this is not a credit check and the individual’s credit file will not be affected.
We reserve the right to pass on to you the costs we reasonably incur as part of the Customer Due Diligence process. All information and documentation obtained will be filed and recorded in accordance with the Regulations and you agree that, if requested, we may disclose the same to others acting on your behalf.
Fees and Expenses
This firm’s fees will be calculated at a fixed rate which is £1,200 plus VAT plus disbursements such as Companies House fees for each registration we make.
There may be additional fees such as a surcharge for providing the registration for a Trust, the provision of a service address or advice in relation to s12 notices, if this is the case, they will be on your invoice.
This fee structure is in accordance with current industry guidelines and reflects the responsibility placed upon us.
Disbursements
The following disbursements may have to be paid out on your behalf in this matter:-
Companies House fees £100
Timing and the registration process
Our service is a 4 stage process.
Stage 1
Information gathering from the entity. We gather the necessary information from you to enable us to move on to Step 2.
Stage 2
Verifying the information about the entity with either publicly available information filed at a companies registration office, a corporate or trust services provider, lawyer or accountant in the jurisdiction where the entity is registered.
Stage 3
Identifying beneficial owners.
Stage 4
Collating all the information obtained and making the submission to Companies House.
IMPORTANT !
TIMING OF SUBMISSION TO COMPANIES HOUSE REGISTER OF OVERSEAS ENTITY
Upon satisfaction of all verification detail on entity, beneficial owner and KYC/ID check for individuals – we will make the submission to Companies House within 2 working days of receipt of the same.
I.e. when we have all the verification information to hand, we will take two working days to enable us to review the information provided and the verification information provided before making the submission to Companies House.
Annual Update/Renewals
Each year on the anniversary of the initial filing the Overseas Entity is required to file an update with Companies House. This is the case even if there are no changes to the information that appears on the Register.
If there are no changes, you will need to confirm this to us in writing. You are liable for the accuracy of this information. If there are any changes, we are required to verify each change. This will incur a fee as outlined in our fees section. You will need to comply with our requests for information. The process is as outlined in the Stage schedule earlier in these terms.
Communication between you and us
Our aim is to offer all our clients an efficient, friendly and effective service. Our clients and our staff are of first importance to us. We hope that you will be pleased with the work that we do for you, however, if you have any queries or concerns please take them up first with Edward Young.
All firms of notaries are obliged to attempt to resolve problems that clients may have with the service provided. It is therefore important if you have any concerns that you immediately raise these with us.
We hope that you will be pleased with the work that we do for you, however, if you have any queries or concerns please take them up first with Edward Young. If that does not resolve the matter to your satisfaction then you are entitled to take it up with our regulator, the Faculty Office, 1 The Sanctuary, London. SW1P 3JT. faculty.office@1thesanctuary.com or visit their website at www.facultyoffice.org.uk. Or you can raise the matter with the Notary Society directly. Please write in the first instance to The Secretary, The Notaries Society, Old Church Chambers 23 Sandhill Road Northampton NN5 5LH.
If we cannot resolve the matter between ourselves and if the Faculty Office or the Notaries Society cannot bring matters to a suitable conclusion then you are entitled, after an 8 week period, from making the complaint with me, to complain directly to the Legal Ombudsman at Legal Ombudsman, Baskerville House, Centenary Square, Broad Street, Birmingham. B1 2ND. Telephone 0300 555 0333. enquiries@legalumbudsman.org.uk www.legalumbudsman.co.uk.
Conclusion
Your continuing instructions will amount to your acceptance of these terms of business.
We hope that by sending this letter to you we will have addressed your immediate queries about the day-to-day handling of your work and our terms of business. If you have any queries, however, please do not hesitate to contact Edward Young.
This is an important document, which we would urge you to keep in a safe place for future reference.