The Register of Overseas Entities could be changing (again!)

Since the Register of Overseas Entities (ROE) was introduced in August 2022, it has been amended several times and, in some respects, the goalposts have shifted significantly. One important area is access to information on trusts that are registrable beneficial owners (RBOs) of property-owning entities. Following changes made last year, trustees must now be identified anywhere within the ownership chain, even if an RBO has already been identified lower down. This has brought more trustees within scope than originally intended. By contrast, for other entities in the ownership chain, once an RBO had been identified, there was no need to look further. The rationale was that the RBO was subject to its own disclosure requirements, allowing ownership to be traced with some effort. Where trusts were involved, that may not always have been possible, but a more effective solution would arguably have been stronger reporting requirements across the board rather than focusing on one perceived area of risk.

What are the proposed changes?

Wider access to trust information

When the ROE was introduced, trustees that were RBOs had to disclose certain trust information to Companies House. That information was not publicly available, although enforcement agencies could access it. Since 31 August 2025, however, members of the public have been able to request disclosure of that trust information. To do so, they had to provide the trust’s name, which was not itself available on Companies House. In practice, that created a significant barrier to obtaining the information. There were also several other exceptions. For example, trust information could not be obtained where minors were beneficiaries unless the applicant could demonstrate a legitimate interest. In this context, that meant a demonstrable suspicion of money laundering or terrorist financing. A similar restriction applied where the application related to more than one overseas entity. If the draft regulations are passed, applicants will no longer need to provide the trust’s name when applying for disclosure. In addition, where minors are beneficiaries, only the minors’ details will be suppressed rather than all trust information. For trusts with minor beneficiaries, applicants will still need to demonstrate a legitimate interest, which at least offers some reassurance.

Narrower protection for personal information

The draft regulations not only make more information potentially available to the public, they also appear to reduce the categories of people who can apply to have their information protected. Under the current rules, any individual whose information is provided to the ROE can apply for protection. That is not an easy process: applicants must show evidence of a real risk of harm, often supported by police reports or similar documentation. If the regulations are passed, only individual registrable beneficial owners and managing officers will be able to apply. This could leave the personal information of settlors, protectors and beneficiaries, including addresses, open to disclosure if a valid application is made. It is hard to believe that this is the intended legislative outcome, and it is hoped that the issue is addressed during the Bill’s passage through Parliament. As more information about property-owning structures becomes publicly available, it is increasingly important to understand what must be reported and to ensure filings are accurate. Good preparation is essential.
 

Next steps and how we can help

If you are reviewing an existing overseas entity structure, preparing for your next update statement or assessing the potential impact of wider disclosure requirements, now is a sensible time to revisit your reporting position. Ocorian’s private client team can help you understand what these proposed changes could mean for your structures, identify any practical actions needed and support you in preparing for future filings. To discuss your position, please contact your usual Ocorian representative or get in touch with the team.