We wrote in December 2024 about the publication, in draft form, of The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (the Regulations). To recap, these include provisions significantly expanding the availability of information about trusts related to overseas entities that hold registered land in the UK, as recorded on the Register of Overseas Entities (ROE), subject to some limitations. The Regulations have now, as of 24 February 2025, become law; however, certain provisions, relating to access to trust information, will not come into force until 31 August 2025.
This update reiterates the key changes introduced by, and discusses the immediate practical implications of, the Regulations.
The Regulations' main provisions: a recap
Our previous article summarised the main provisions of the Regulations (which, now finalised, have not had any material changes made to them from their draft form). The Regulations broadly introduce two new aspects into the regime governing the ROE, as follows.
- Currently, certain information about trusts (including in
respect of the trust's settlor and beneficiaries) is held on a
private section of the ROE and is not publicly available (the only
trust information currently publicly displayed on the ROE is the
name of a registrable beneficial owner who is a trustee; see
further: Beneficial ownership registers: recent
developments). However, the Regulations change this and allow
the public to apply to access trust information currently privately
held on the ROE, with effect from 31 August 2025. This is however
subject to some limitations (see further below).
- To provide a safeguard against information being shared in
certain circumstances, the Regulations:
- widen the category of persons in relation to whom an
application can be made to have their information protected from
public disclosure, to include trust beneficiaries and settlors (the
amendment is wide reaching and technically applies to anyone whose
information may be disclosed under the ROE regime; previously,
protection applications could only be made in respect of a
registrable beneficial owner of an overseas entity, which would not
capture the above trust parties, or one of the overseas
entity's managing officers);
- expand the situations in which a protection application can be
made. Previously, a protection application could only be filed
where: (i) the applicant reasonably believed that the public
disclosure of information relating to them would put them, or a
cohabitee, at risk of violence or intimidation; or, (ii) the
applicant's residential address would be revealed. Now, a
protection application may also be made on behalf of someone who is
under 18 or lacks capacity (in these circumstances, there is no
need to satisfy the separate requirements above; for example, there
is no need to show that a risk of violence or intimidation might
apply). In terms of who can make such an application on behalf of a
minor or someone lacking capacity, (aside from the relevant
individual themselves) this can be the overseas entity, someone who
is "authorised" to act on the vulnerable individual's
behalf or, where the vulnerable individual is a trust beneficiary,
the trustee of that trust.
The amended protection provisions are now in force, as of 28 February 2025.
- widen the category of persons in relation to whom an
application can be made to have their information protected from
public disclosure, to include trust beneficiaries and settlors (the
amendment is wide reaching and technically applies to anyone whose
information may be disclosed under the ROE regime; previously,
protection applications could only be made in respect of a
registrable beneficial owner of an overseas entity, which would not
capture the above trust parties, or one of the overseas
entity's managing officers);
The Regulations: practical implications
The most immediate practical result of the Regulations is that affected parties can now apply to Companies House (via a paper application) to have their information protected. Companies House has recently published guidance on how this can be done (Companies House has said that it will publish separate guidance on the access to trust information aspects of the Regulations shortly). Each individual protection application costs £100 and Companies House will take at least 30 days to process an application (although this may be longer in some cases). Relevant information will be protected from public disclosure whilst an application is being processed.
Where vulnerable beneficiaries and other trust parties do not file a protection application in advance of the widening of public access to trust information from 31 August 2025, some protections will still be in place. For example, a "legitimate interest" (broadly, a connection with an investigation into money laundering, tax evasion, terrorist financing or a sanctions breach) must be shown by the applicant when their request would result in the disclosure of information relating to a minor. However, this requirement does not extend to other vulnerable persons (including those lacking capacity). Additionally, an application for the disclosure of trust information must state the name of the trust in question, to prevent "fishing expeditions".
That said, the key point to take away is that it is advisable that any persons associated with a trust, whose details have the potential to be publicly disclosed from 31 August 2025 onwards, files a protection application (where they meet the relevant criteria) in good time to prevent public disclosure from occurring.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
