If you hold UK property in some form of holding structure, you may need to register under the Register of Overseas Entities (the ROE), the Trust Registration Services (the TRS) and/or the Persons with Significant Control Register (the PSC Register).
Key considerations include whether UK land is held directly or indirectly, and whether any nominee company or trust structure is involved.
The ROE is not a register showing beneficial owners of land. It is a register on Companies House showing the beneficial owners of certain overseas entities that hold UK land. It requires overseas entities that own or purchase UK property to register details of their beneficial ownership. "Overseas entity" is a wide-reaching term including, among others, non-UK corporate trustees.
Subject to certain exceptions, the ROE is public. However, it will not publicly state whether the overseas entity is holding the property directly or as a trustee.
The ROE applies to freehold interests, and leasehold interests of more than seven years, acquired on or after 1 January 1999. Registration is due by 31 January 2023. Any overseas entity that sold UK property since 28 February 2022 must also comply with the ROE by 31 January 2023, subject to transitional provisions.
Upon registration, the overseas entity is issued with an overseas entity identification registration number. Failure to register/update in time is a criminal offence by the entity and its directors, punishable by fines and/or imprisonment. Failure also prevents the entity dealing with land going forward (such as selling, mortgaging or leasing).
The TRS requires UK express trusts, taxable trusts and certain other trusts acquiring UK land since 6 October 2020 to be registered with HMRC.
The TRS is not publicly searchable, although in limited circumstances an application can be made for certain information. The registration deadline for existing trusts under the TRS was 1 September 2022, with annual updating obligations. New trusts must be registered within 90 days. For further information, please see here.
The PSC requires UK companies and LLPs to register publicly on Companies House any person with:
- more than 25% of shares or voting rights in the company; or
- the right to appoint/remove the majority of directors; or
- other significant influence or control over the company.
There could be property-holding structures that require registration on the PSC, ROE and TRS. We recommend obtaining advice to ensure compliance with these disclosure regimes.