In the latest development in the drive for transparency, the UK Government has published the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025. If passed, this would have a significant impact on the availability of information about trusts held on the Register of Overseas Entities (ROE). 

As explained further below, in some respects this brings the ROE in line with certain other transparency measures in the UK, most notably the Trust Registration Service (TRS), although in other ways the proposed changes go further than the rules under the TRS.

By way of high-level summary, the ROE was introduced under the Economic Crime (Transparency and Enforcement) Act 2022 (the Act). Under the Act, any overseas entity that holds or wishes to acquire registered real estate in the UK must register on the ROE, which is maintained by Companies House.

There have been a number of changes made to the rules since they were introduced, the majority of which have increased the level of accessibility and transparency. Most recently, changes were introduced to widen the scope of registrable persons to include nominees and any trustees in the relevant structure. 

Under the new draft regulations, the availability of information about trusts related to overseas entities that hold registered land in the UK would be significantly expanded. In particular, the regulations create the ability for the general public to apply to access information on such trusts, with some limitations.

Currently, on registering, an overseas entity must provide details of its beneficial owners, which will be made publicly available at no charge. The entity must also provide details of any trusts sitting within its corporate ownership chain. This includes details of trustees, beneficiaries and any protector or enforcer. However, under the current rules, information about trusts is held on a private section of the ROE and is not publicly available.  

The draft regulations would change this and would allow a person to apply to obtain trust information held on the ROE. The key points to note are as follows.

• Anyone would be able to apply to obtain trust information.
   
• If the application would result in the disclosure of information relating to a minor, Companies House would not disclose it unless the applicant demonstrates a “legitimate interest”. It is not clear whether Companies House would withhold all trust information requested in the application, or simply the information relating to the minor.
   
• The “legitimate interest” requirement does not extend to information relating to vulnerable persons, the data sharing around such persons having been considered in a consultation by the previous government (see further below).
   
• Similarly, where an application relates to more than one overseas entity, Companies House would not disclose information unless the applicant demonstrates a “legitimate interest”.
   
• An applicant would have a “legitimate interest” if they are investigating money laundering, tax evasion, terrorist financing or breach of sanctions.
   
• There would be certain circumstances in which Companies House could refuse disclosure, including on national security grounds or where the trust is a pension scheme.
   
• To obtain the information, the application would need to state the name of the trust in question. This is similar to the process for applying for information held in the TRS maintained by HM Revenue & Customs and is designed to prevent “fishing expeditions”. However, unlike with the TRS, unless the application relates to multiple entities or a minor, there would be no need to show a “legitimate interest” to gain access.
   
• It would be possible for a beneficiary of a trust to apply to have their details protected if disclosure would give rise to a serious risk of violence or intimidation. The draft regulations also expand the category of persons on whose behalf an application for protection can be made, to include minors and those lacking capacity.

If the regulations are approved by Parliament, beneficiaries would be able to apply for protection from disclosure from 28 February 2025, and applications for trust information would be possible from 31 August 2025.

Whilst this significantly expands the availability of information about trusts, for those who have closely followed the direction of travel of transparency measures in the UK, this may not come as a surprise. In fact, when in opposition, the Labour Party sought to introduce similar provisions into the Act, but these were rejected by the then-government (although the previous government did then subsequently legislate, via the Economic Crime and Corporate Transparency Act 2023, for the introduction of regulations to widen access to trusts information held on the ROE and separately consult on expanding access to such information in December 2023). It might therefore have been expected that this was something Labour would seek to enact once they had formed a government. 

In practice, it is likely that the Government will continue on the path toward greater transparency both for trusts and for UK land ownership. Steps were taken by the previous government to seek to introduce a register of beneficial ownership of UK land, which have so far resulted in the Levelling-Up and Regeneration Act 2023, which creates a framework for a wide-ranging regime to capture the ultimate beneficial ownership of UK land. However, regulations are awaited which would enact this regime further. 

This potential new regime, coupled with the ROE (and TRS), could result in significant information about UK land ownership being made available. Whilst there have been no announcements that suggest a precise timeline for a register of beneficial land ownership, given the general direction of travel it would not be surprising if this is something which may be implemented by the Government in the foreseeable future.