The UK's Register of Overseas Entities (ROE) regime will be updated next year to give Companies House the power to grant, on application, access to trust information that is currently recorded on the ROE but restricted from public inspection. In this briefing we discuss the key changes and consider the wider implications for land ownership involving trusts.
Overseas companies holding UK land
To hold a "qualifying estate" (broadly UK freehold land or leasehold granted for a term of more than 7 years), overseas entities must be registered on the ROE. Entities must identify their registrable beneficial owners (i.e. those with the requisite degree of control over the overseas entity) and where any registrable beneficial owner is a trustee, they must provide certain information on the trust to Companies House.
The required information in relation to trusts includes details of beneficiaries, settlors, grantors and "interested persons" (which might include, for example, a protector). Currently, certain trust information, such as the names of beneficiaries or the name of the trust, is restricted from public inspection (unless a beneficiary is also a "registrable beneficial owner").
On 6 December the Register of Overseas Entities (Protection and Trusts) (amendment) regulations 2025 were published. Once in force, the regulations will give the Registrar the power to grant, on application, access to trust information that is currently restricted.
A "legitimate interest" condition to access applies – but only in limited cases
If an application for trust information relates to more than one overseas entity, or would result in disclosure of information relating to a person under 18 years old and / or who has lost capacity, disclosure will be subject to Companies House being satisfied that the applicant has a "legitimate interest" in the disclosure.
Where the legitimate interest condition applies, the person applying to see trusts information will have to include in their application certain additional information, including (a) evidence that they are investigating money laundering, tax evasion, terrorist financing or breaching of sanctions; (b) a statement that they are requesting the relevant information in order to further that information; and (c) a statement of how they are planning to use any relevant trusts information disclosed to them.
In all other cases (i.e. where the legitimate interest condition does not apply), anyone will be able to make an application for trust information.
Applying for protection
A protection regime exists under the current ROE regime, which allows relevant individuals to have their information made unavailable for public inspection and not subject to disclosure by Companies House. The current grounds for being granted protection are, broadly, that the applicant or someone living with them would be at serious risk of violence or intimidation, or that their usual residential address is on the ROE.
Before the new measures relating to trust information come into force, the grounds for being granted protection will be widened – to include relevant individuals who are under 18 years old or who lack capacity.
What about UK trust structures holding UK property?
The ROE regime only applies in respect of overseas entities (i.e. companies or other corporate bodies governed by the law of a country or territory outside of the UK) holding land in the UK. For a UK company holding UK land on trust, there will therefore (for the time being at least) be no equivalent mechanism for accessing trust information.
Around this time last year, the previous Government published a consultation on transparency of land ownership when trusts are involved in the ownership structure: Transparency of land ownership involving trusts.
It is not clear whether or to what extent the options for increasing transparency of land involving trusts described in the consultation will be taken forward under the current Government. The consultation put forward various options for increasing land ownership transparency, the most extreme of which would be publishing all information collected about trusts by default (which might include UK trust structures as well as overseas). The consultation noted, however, that increased risk was judged to be posed by land owned by overseas trusts and entities.
Next steps
The regulations will come into force in stages. The Registrar's new power to grant access to trust information will apply from 31 August 2025, but the rest of the regulations (including the expanded ability to apply for protection) will apply from 28 February 2025. For offshore trusts that have been established for the benefit of minors, for example, this means that it would be sensible to apply for protection as early as possible once the first part of the regulations come into force.