How to protect your privacy
03 / 10 / 2019
Transparency of ownership of UK property is part of a wider drive to deter money laundering, tax evasion and fraud. Where privacy is a concern, careful thought needs to be given to the information which will be available on public registers as a result of owning a property in England & Wales.
What information is publicly available?
HM Land Registry records the legal ownership of property in England & Wales.
- An online search by address and the purchase of a copy of the title for a small fee will reveal the full name and address of the registered owner of a property (or at least the address provided at the time of the transfer – the register is not automatically updated).
- A search by company name in the index of proprietors will give details of all of the property interests registered by the company with the name searched.
- A third party can only search for properties registered in the name of an individual if they have a special interest in the property owned by the individual, such as a personal representative/executor.
The ‘open register’ will reveal personal details such as the full name and home address of everyone who has registered to vote. You can choose to opt out of the open register.
Registrar of Companies
The Registrar of Companies maintains the register of companies, limited partnerships (LPs) and limited liability partnerships (LLPs) incorporated in any part of the UK at Companies House.
- A free online search will immediately provide a wealth of information, including the registered office address, accounts, confirmation statements, constitution, other filings and details of directors and people with significant control (PSCs). Shareholder information is also there, but one needs to read the confirmation statements and statements of capital to find it. Certain data is disclosed to Companies House, but is not open to public view (such as the full date of birth of a director and, if the director so elects, their residential address). The nature of filings at Companies House is the subject of a current review.
- The register of people with significant control (PSC Register) records details of those who own or control a company due to their position, influence or rights within a corporate structure. Almost every UK incorporated corporate entity must create and maintain a PSC Register: this is searchable online. PSC disclosure regularly identifies either a beneficial owner or other person who controls an investment, but such person may not be the registered shareholder. An address for correspondence with a PSC is published on the PSC Register but this need not be the individual’s usual residential address (although this is disclosable to Companies House).
The register of beneficial owners of taxable relevant trusts (Trusts Register) maintained by HM Revenue & Customs holds details of UK and non-UK trusts which are liable to pay UK tax.
- The Trusts Register is not publicly searchable but personal details are disclosable on the register including the full name and date of birth, tax and passport details of each individual beneficial owner and a contact address for the trustees. Trustees must provide details of the current beneficial owners (including settlors and protectors) and nominated beneficiaries to law enforcement authorities upon request.
- Current legislative proposals are to expand the scope of registration for trusts and the information which is accessible in public registers.
Register of overseas entities
It is proposed that a new publicly searchable register which records the beneficial ownership data of overseas entities owning UK property will go live in 2021, subject to the relevant legislation (already in draft) being introduced to parliament and completing its legislative journey.
- An online search will reveal the identity of people with significant control of an overseas entity owning UK property (effectively applying the same tests as for PSC) and certain personal details. Confirmation of the form of register and the information which will be publicly available on it is awaited. The draft legislation requires disclosure of their personal details (such as date of birth and residential address) but it is expected these details will not appear on the register.
What are the options if privacy is a concern?
A protection regime is available for those at risk of serious harm. For others, privacy may still be important.
- There are ways to keep confidential details off the Land Registry register of title, such as the use of an address for service or beneficial ownership of a property created through a trust structure. Beneficial ownership details do not appear at the Land Registry as the register only records legal ownership of a property.
- Thought must be given to any trust structure as details of beneficial ownership are disclosable on the Trusts Register. The Trusts Register is not open to public view but there are proposals to extend information which is publicly accessible for trusts. Bare Trusts more akin to nominee arrangements (see below) are not caught by the Trusts Register regime.
- Only limited personal data is publicly available at Companies House, but it is then vital not to put a residential address down as a director’s service address.
- It is not uncommon for families to buy property and only one family member to be listed as the legal registered owner holding on bare trust for the others.
- Nominee arrangements can be created to hold properties which consequently reduce disclosure on public registers. Such solutions can create additional management and administrative responsibilities and costs, particularly where a third party is acting as nominee.
- A review of corporate governance requirements can ease the burden of compliance with the PSC Register and the new register of overseas entities.
- Corporate structures can be created and there are alternative ways to hold property such as through a nominee company so that the legal title to the property is held by a separate entity, although this may not avoid disclosure of the PSC or corporate equivalent. Liabilities and maintenance obligations on the nominee can be created by putting in place an arrangement of this nature.
The tax implications of putting in place a structure to hold property must always be carefully considered. Specialist advice needs to be taken.
It is not possible to opt out of the transparency disclosure regimes. One can only expect that these will become more rigorous. However, for those for whom privacy is a concern, steps can be taken within the current legal framework to reduce your footprint on the public registers connected with owning a property.