The Register of Overseas Entities (ROE) was established under the Economic Crime (Transparency and Enforcement) Act 2022, which came into force on 1 August 2022. This register mandates that overseas entities, being a company registered outside the United Kingdom, owning, disposing of, or intending to acquire property or land in the UK disclose their beneficial owners by registering with Companies House. The primary objective is to enhance transparency in property ownership, thereby aiding law enforcement agencies in combating illicit financial activities.
Key Provisions of the ROE
Scope
The registration requirement applies to overseas entities that own, dispose of, or wish to own, a freehold interest or a lease exceeding seven years in the UK. This encompasses entities that acquired such property in England and Wales on or after 1 January 1999.
Beneficial Ownership Disclosure
Entities must provide detailed information about their beneficial owners. If no beneficial owner can be identified, information about the managing officers must be submitted.
Annual Updates
Registered overseas entities are obligated to update their information annually to ensure the register remains current.
Recent Developments as of March 2025
Public Access to Trust Information
Historically, while certain trust details were submitted to the ROE, specific information, such as beneficiaries’ identities, was not publicly accessible. However, the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 have introduced significant changes. Effective from 31 August 2025, any individual can apply to Companies House to access trust information, including beneficiary details. Applicants must provide specific information about the trust, and in cases involving minors or bulk applications, demonstrate a legitimate interest, such as investigating money laundering or tax evasion. Companies House retains the discretion to refuse disclosure under certain conditions, including national security concerns or ongoing investigations.
Enhanced Protection Measures
To safeguard individuals at risk, the categories eligible to apply for protection from public disclosure have been expanded. Now, beneficial owners, managing officers, and trust members can request that their details be withheld if public access could lead to harm or intimidation. Notably, from 28 February 2025, applications can also be made on the grounds that the individual is under 18 or lacks mental capacity, without the need to demonstrate a risk of harm.
Implications for Overseas Entities
Compliance Obligations
Overseas entities must ensure timely registration and annual updates to remain compliant. Non-compliance can lead to restrictions on property dealings, fines and other potential legal penalties.
Trust Transparency
Entities involving trusts in their ownership structures should prepare for increased transparency. It is advisable to inform beneficiaries and relevant parties about the impending public access to trust information and consider applying for protection if applicable.
Data Protection Considerations
With the broadened criteria for data protection, entities should assess whether their beneficial owners, managing officers, or trust members qualify for protection to prevent public disclosure of sensitive information.
Conclusion
In conclusion, the ROE represents a pivotal move towards greater transparency in UK property ownership. Overseas entities must stay informed about these regulatory changes and take proactive measures to ensure compliance and protect the interests of their stakeholders.
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