The Register of Overseas Entities (“ROE”) is a UK government record of overseas entities that hold qualifying estates in UK land. Reportable entities are required to register with the UK Registrar of Companies (via Companies House) and to disclose information about themselves, their registrable beneficial owners (“RBOs”) and/or managing officers. Reportable information is publicly available save that, where the trustees of a trust are reported as the RBO, information about the trust and individuals connected to it is not currently made available.
On 6 December 2024, the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 were published in draft form before coming into effect on 28 February 2025 (“the Regulations”). As anticipated in our previous update on the ROE, the Regulations have amended the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 and made two significant changes to the ROE regime, namely:
- setting out a widened protection regime for information disclosed about individuals; and
- providing that trust information will become publicly available on application from 31 August 2025.
Widened protection regime
Regulation 3 of the Regulations has, with effect from 28 February 2025, widened the existing regime by which reportable information can be protected from public inspection and disclosure in two ways as follows.
- Firstly, applications to protect an individual’s information from public inspection and disclosure are no longer restricted to RBOs. Instead, an application can be made to protect the information of any reportable individual including “trust members” (e.g. such as settlors, beneficiaries, or interested parties such as protectors);.
- Secondly, applications can now be made by (i) any reportable individual; (ii) the overseas entity on behalf of a reportable individual; (iii) an authorised person on behalf of a minor or incapacitated individual; or (iv) the trustees of a reportable trust in relation to minor or incapacitated beneficiaries. In the case of applications being made to protect the information of minors and vulnerable individuals, there is no need to prove that disclosure of the individual’s information would put them (or someone they live with) at serious risk of being subjected to violence or intimidation.
Protection applications can be made by requesting a paper application form from Companies House (available here) and paying a fee of £100 per individual whose information is to be protected. Companies House has recently published guidance on how this can be done. Where an application is made on behalf of a vulnerable individual, supporting evidence of their minority or lack of capacity will be required. Applications made by other individuals will need to include supporting evidence about the risk of violence or intimidation.
Disclosure of trust information
Regulation 4 of the Regulations provides that, with effect from 31 August 2025, any person will be able to make an application to Companies House for the disclosure of trust information. In order to obtain trust information, the applicant must identify the overseas entity and the name of the trust whose trustees are the RBO of the entity. The need for an applicant to name the trust should prevent purely speculative applications from being made and failure to name the trust is one of the grounds on which an application may be refused.
Applicants will be under no obligation to demonstrate that they have a “legitimate interest” in the information sought, unless they are either making a bulk application or if the information relates to minors. In order to demonstrate a “legitimate interest”, the applicant would need to provide: (i) evidence that they are investigating money laundering, tax evasion, terrorist financing or breaching of sanctions imposed by regulations under the Sanctions and Anti-Money Laundering Act 2018; (ii) a statement that they are requesting information about the trust or individuals connected to it in order to further that investigation; and (iii) a statement of how they are planning to use any information obtained.
If an application for disclosure of trust information is successful, Companies House may impose conditions on the use or further disclosure of the information by the applicant.
Companies House has promised to issue guidance on the disclosure of trust information but, at the date of writing, this is not yet available.
What does this mean for you?
Where registered overseas entities report information about individuals who are (i) at risk of violence or intimidation if their information becomes public; (ii) minors; or (iii) lack capacity, consideration should be made to making an application to protect their information in advance of 31 August 2025.
Registered entities might not always be aware whether or not reportable individuals meet the criteria to make a protection application. Registered overseas entities should therefore consider making the trustees of any reportable trusts aware that personal information about trust members will become publicly available from 31 August 2025 so and a protection application to should be made by, or on behalf of, such persons if appropriate.
The Wedlake Bell’s private client offshore ROE team specialists would be delighted to assist with any queries you might have on the new rules.
This article is for general information only and does not seek to give legal advice or to be an exhaustive statement of the law. Specific advice should always be sought for individual cases.