Rachel Morris
- Senior Associate
- Private Client
Public disclosure of trust information: reforms to the ROE and TRS regimes affecting non-UK trusts
Non-UK trusts are subject to reporting obligations in the UK under the Register of Overseas Entities (ROE) and/or the Trust Registration Service (TRS). Until recently, the trust information reported under these regimes was made available only to HM Revenue and Customs (HMRC) and other public authorities. However, since 31 August 2025, information about ROE reportable trusts, their settlors and beneficiaries can be made publicly available where certain conditions are met. What does this mean for non-UK trusts, their settlors and beneficiaries, and what should you be doing now?
The ROE
Since 31 January 2023, overseas entities that hold or acquire interests in UK real estate have been required to register with the UK Registrar of Companies (via Companies House) (the Registrar) and to disclose required information about themselves, their registrable beneficial owners and managing officers on the publicly searchable ROE. Where offshore trustees were identified as the registrable beneficial owner of an overseas entity, reporting about the non-UK trust, its settlor and beneficiaries (ROE trust information) was required but that information was only made available to HMRC and certain public authorities.
Public access to ROE trust information
There have been proposals to expand the accessibility to ROE trust information since the earliest days of the ROE (as covered in our earlier articles [here] and [here]). Those proposals have now been brought into force with the implementation of Part 3 of The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (SI 2025/231).
The regulations provide that, from 31 August 2025, applications can be made to the Registrar for access to ROE trust information in certain circumstances.
Applications seeking information about a single trust which would not result in the disclosure of trust information relating to a person under the age of 18, will not need to show that there is a legitimate or public interest in the disclosure. However, the requirement for applications to include both the name of the overseas entity and the name of the trust to which the requested information relates is designed to deter “fishing expeditions” being made based solely on information which is already publicly available on the ROE.
Applications which either relate to more than one overseas entity or which would result in the disclosure of trust information relating to a person under the age of 18 will only be successful if the applicant can show a “legitimate interest” in the disclosure. In such cases, Companies House’s guidance confirms that the applicant must provide:
- evidence to show that they are investigating money laundering, tax evasion, terrorist financing or sanction breaches and that the ROE trust information is being requested to further such an investigation;
- a detailed written account explaining why it is considered that the trust is involved in money laundering, tax evasion, terrorist financing or sanction breaches;
- a statement that the trust information is being requested to progress the investigation; and
- a statement of intent as to how the trust information will be used.
The Registrar may refuse an application in certain situations including where the information requested is protected (see below). The Registrar must give reasons for their decision.
The cost of the application is only £55 per overseas entity, and the application form can be completed online.
ROE protection regime
The ROE protection regime enables applications to be made to the Registrar to protect information reported under the ROE from disclosure. This regime, which was originally available to protect a registrable beneficial owner’s information from disclosure, has been expanded by Part 2 of The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (SI 2025/231) to allow information about any relevant individual connected to a trust to be protected. However, information will only be protected in limited circumstances, namely where:
- there is a risk of intimidation or violence if the relevant individual’s information were to be disclosed; or
- the relevant individual is a minor; or
- the relevant individual lacks capacity.
Clearly, given the widened access to trust information (see above), the protection regime is likely to become of increased significance. However, the threshold for a successful application is high and, as at June 2025, we understand that there had only been 102 successful protection applications out of a total of 144 applications since the ROE’s implementation, so it unlikely to be a panacea for all.
Conclusion
The recent case of WM and Sovim SA v Luxembourg Business Registers (C‑37/20 and C‑601/20), in which the Court of Justice of the European Union held that unfettered public access to a Luxembourg beneficial ownership register was contrary to EU law, indicated that the global trend towards transparency of corporate and trust ownership may be slowing, with the balance shifting to give precedence to rights to privacy. However, as the above ROE reforms show, this has not come to fruition in the UK and the move towards greater transparency has continued. A further example of the UK’s commitment to transparency is the publication on 2 September 2025 of the draft Money Laundering and Terrorist Financing (Amendment and Miscellaneous Provision) Regulations 2025 (2025 Draft Regulations) which inter alia include reforms so that information on all TRS reportable non-UK trusts will be subject to trust data sharing requests (currently, only non-UK trusts with at least one UK resident trustee are caught). The 2025 Draft Regulations are due to come into force in early 2026. Please see our article Expansion of the UK TRS: implications for non-UK trusts for more information on this development.
While some comfort can be taken from the relatively limited situations in which ROE trust information (and in which TRS trust information when the 2025 Draft Regulations are implemented) can be made publicly available, for those who have legitimate concerns about personal data for relevant trust individuals being made publicly available, we recommend that you review the information that might be disclosed and whether a protection application is be appropriate. Please contact your usual Wedlake Bell adviser if you would like any advice in this area.
In the meantime, it is worth bearing in mind that:
- reportable overseas entities have an obligation to keep their registered information on the ROE up to date and file update statements with Companies House at least annually. The next due date for many entities falls in Q1 2026 so please contact your usual Wedlake Bell contact if you would like assistance with next year’s filings; and
- a requirement to notify the Registrar of changes to the beneficial ownership of an overseas entity (or, where a trustee is a registrable beneficial owner, changes to a reportable trust) made during the ROE transition period (28 February 2022 to 31 January 2023) is expected. This reform was due to be implemented on 31 July 2025 but was postponed and is now expected to be introduced at a “later date”.
For further information, please speak to your usual Wedlake Bell adviser or contact a member of our Private Client team.
This article is for general information purposes only and does not constitute legal advice or a comprehensive statement of the law. Specific legal advice should always be sought in relation to individual circumstances.
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Matthew Braithwaite
- Partner
- Private Client
