The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 will materially change how information about overseas trusts may be accessed. In this briefing, we discuss the steps clients can take to improve the privacy of their personal information.
The Register of Overseas Entities
Since 2022, the Register of Overseas Entities (ROE) has existed as a public register. It records the beneficial owners of overseas entities, including trusts, which own land in the UK. The ROE is held at Companies House and includes details of settlors, grantors, beneficiaries and other interested parties. It was established to discourage criminal activity, such as money laundering, and to create transparency around the ownership of land.
Regulations came into force on 28 February 2025 which provided some protection to those whose information is registered. This is discussed below, and was also covered in our previous article on the subject.
The next changes are set to take effect from 31 August 2025 and will allow applications to be made for the disclosure of registered information which has previously been restricted.
Increased access to information
Currently, the ROE may be inspected by the public, with some significant exceptions. Importantly, protected trusts information is not made available for inspection. This includes the name, date of birth and nationality of registered individuals, as well as their registered service address and details about their interest in the overseas entity.
However, from 31 August 2025, it will be possible for anyone to make an application to access protected trusts information. Among other information about the applicant themselves, the applicant will need to provide the name of any trust to which the protected trusts information relates, and the ID number of the overseas entity. If an application is granted, the Registrar may disclose information relating to the trust and its registered beneficial owners to the applicant.
Applying to protect information at risk of disclosure
There are steps which can be taken ahead of 31 August 2025, that may provide a layer of protection to those whose details are registered in the ROE. As a starting point, it is possible to apply for protection against disclosure applications.
Beneficial owners, managing officers, and trust members (beneficiaries, settlors, grantors or other interested parties) are all eligible to apply, but protection may only be granted for an individual in one of the following circumstances:
- There is a risk of harm or intimidation to the individual or someone living with the individual; and/or
- The individual is under 18 or otherwise lacks capacity.
Since 28 February 2025 it has been possible to apply for protection of information about a minor or someone who lacks capacity even if there is no evidence of a risk of harm or intimidation to them. The application need only include evidence of their age or lack of capacity in order to demonstrate that they qualify for protection.
Companies House will take at least 30 days to process protection applications, during which time the information will be protected.
Further protection: information about minors and bulk disclosure applications
If an application for protection is not made, the new Regulations offer an additional safeguard. This comes in the form of a condition which will be imposed if an application involves more than one overseas entity, or if granting an application could disclose information about an individual under 18. The first limb is an attempt to prevent "fishing expeditions" whereby someone seeks information about the beneficial owners of multiple overseas entities. In either of those cases, the Registrar can only disclose information to the applicant if they are satisfied that they have a "legitimate interest".
An applicant will have a "legitimate interest" if they are investigating money laundering, tax evasion, terrorist financing or a breach of sanctions. The applicant must also provide a statement that they are requesting the information in order to further that investigation, and they must also describe how they are planning to use any trust information disclosed to them.
This shield against disclosure is useful, but will only be available in limited circumstances. For example, an application for information about a single overseas entity which does not involve an individual under 18 may be granted unless a protection application has been made. If there is no reason to grant a protection application, then information may be disclosed to the applicant.
It is particularly important to note that the "legitimate interest" condition will not apply to applications for information relating to someone who lacks capacity. This information can only be protected by making a protection application.
Additional updates required: from 31 July 2025
Companies House has also updated its guidance on the update statements which must be filed by overseas entities on the ROE. These must be filed every year even if nothing has changed, and there may be criminal penalties if this is not done correctly or on time.
Under the Economic Crime and Corporate Transparency Act 2023, overseas entities will be required, from 31 July 2025, to include additional information in their update statements. In particular, entities will need to disclose any registrable beneficial owners, trusts involved in the entity, or beneficiaries of trusts involved in the entity if they were present during the entity's pre-registration period.
If the entity was registered before 31 January 2023, the pre-registration period will run from 28 February 2022 up to the entity's registration date; otherwise, the pre-registration period will run from 28 February 2022 to 31 January 2023.
The information provided must have been verified by a UK-regulated agent no more than three months before the date of the update statement.
Practical steps to safeguard personal information
The changes set out in this briefing about the possible disclosure of personal information, risk the privacy of those whose details are registered on the ROE. However, there are steps that can be taken to protect those affected:
- It would be sensible to make a protection application against disclosure before 31 August 2025, if the requirements for such an application are met. This is particularly desirable where there are individuals under 18 or who lack capacity.
- Trustees may also wish to consider the benefits of changing the name of a registered trust, if, for example, it is named after a settlor or a specific property. This could avoid speculative inquiries from the press or other interested parties. Using an abstract name or the settlor's initials may be a stronger defence.
- Finally, it may bring peace of mind to remove any home addresses from the ROE. This could be replaced with a service address or a principal office address.
For further assistance or to discuss how these changes may affect you, please contact our Private Wealth & Tax team.