Edward Craft
- Partner
- Corporate
Key Updates to the Register of Overseas Entities following the enactment of the Economic Crime and Corporate Transparency Act 2023
After years of postponement, the swift enactment of the Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”) marked a pivotal moment in the government’s efforts to enhance corporate transparency. Central to the Act was the establishment of the Register of Overseas Entities (the “Register”), which is maintained by Companies House and records the beneficial owners of overseas entities holding land and property in all parts of the UK.
The manner in which the Register operates was then amended by the Economic Crime and Corporate Transparency Act 2023 which introduced a range of enhancements, in an effort to increase the effectiveness of the Register.
The most recent reforms to the Register, consisting of the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (SI 2025/231) (the “Trust Amendment Regulations”) and the Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (S I2025/874) (the “Disclosure Regulations”), represent a transformation to the regime governing the Register by dramatically increasing the level of access the public have to the Register whilst simultaneously trying to reinforce the safeguards around this information. These changes significantly erode the levels of privacy for trust beneficiaries.
Current Rules
Where a trust qualifies as the registrable beneficial owner (“RBO”) of an overseas entity, it is required to disclose certain information to Companies House (the “Prescribed Information”), specifically, details of:
- the settlor;
- the beneficiaries; and
- any other individuals with control over the trust.
However, the Prescribed Information is not available for public inspection and is subject to a disclosure regime (the “Disclosure Regime”). The Disclosure Regime will only allow an individual to access the Prescribed Information if they have submitted a formal application to Companies House which demonstrates a ‘legitimate interest’ in the Prescribed information, such as an investigation into money laundering, terrorist financing or tax evasion.
The legislation also provides an important safeguard in the form of the protection regime (the “Protection Regime”). This enables individuals to file a Protection Application against the disclosure of Prescribed Information where they believe that disclosure of this information would expose them to a serious risk of violence/intimidation, or lead to the unwarranted disclosure of their residential address.
New Rules – Regulations
The Trust Amendment Regulations introduce two changes, which are being implemented through a phased approach.
Retrospective Anti-Circumvention
Since 31 July 2025, overseas entities that held land or property in the UK during the pre-registration period (28 February 2022 to 31 January 2023) must file an Update Statement with Companies House if, during that period, there were any changes to:
- the RBO of the entity;
- the beneficiaries of a trust (where the trust is the RBO); or
- the trust structure itself (where the trust is the RBO).
This is only relevant is narrow specific circumstances. 28 February 2022 was the date when the Act received its first reading in Parliament, as a rapid response to the invasion of Ukraine by Russia.
Wider Access to Trusts Information
From 31 August 2025, the Disclosure Regime has changed to allow members of the public to apply to access the Prescribed Information. Most applications for the disclosure of Prescribed Information (“Disclosure Application”) will not need to demonstrate a ‘legitimate interest’ in the Prescribed Information: the only requirement will be for the Disclosure Application to contain the name of the trust (so as to prevent purely speculative applications).
Only in a very limited number of circumstances, such as when a ‘bulk’ application is submitted or the trust information relates to a person under eighteen years of age, will a Disclosure Application need to demonstrate a ‘reasonable interest’ in the Prescribed Information.
Privacy and confidentiality is being eroded, effectively retrospectively.
New Rules – Disclosure Regulations
To mollify the impact of greater information becoming accessible, the draft Disclosure Regulations seek to enhance the scope of the Protection Applications which individuals can file with Companies House.
In order to enhance the scope of the Protection Applications, the Disclosure Regulations will expand:
- the list of individuals who are eligible to submit an application (which now includes trust beneficiaries and settlors); and
- the range of information which can be protected by an application (which now includes a residential address, signature, business occupation and day of birth).
Furthermore, Protection Applications will no longer be subject to a justification requirement (in the form of compelling evidence and reasoning) and will be accepted without further evidentiary burden. However, statutory addresses (such as a registered office) will remain outside the scope of a Protection Application.
The responsibility has passed from the third party seeking to demonstrate a legitimate interest to the person who would otherwise be disclosed. It is notable that trust beneficiaries mighjt not even know that they are beneficiaries and trhereofre may not be in a position to consider making a Protection Application.
Conclusion
The Trust Amendment Regulations mark a significant step in the UK government’s ongoing commitment to shed the sunlight of scrutiny on trust arrangements. Whether this increased transparency and accountability will become understood over time. By removing the requirement for a ‘legitimate interest’ to access Prescribed Information, the default position now favours broader public access to beneficial ownership data where overseas entities hold UK land or property.
While the Disclosure Regulations introduce important safeguards for individuals at risk, thereby offering a degree of protection for vulnerable persons whose personal details appear on the Register, they also substantially restrict the ability of persons behind RBO’s to remain private. Regulators and tax authorities already had access to the information, but now it can become more readily accessible to bad actors. These reforms represent a recalibration of the balance between privacy and scrutiny, with a clear policy emphasis on the latter.
Meet the team:
Harry Osborne
- Solicitor
- Private Client
