The trust information protection provisions are now live, although some provisions won’t take effect until 31 August 2025.
The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations, SI 2025/231, 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, first published in draft in December, 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.
The main provisions: 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). 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); and
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.
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.
Robin Vos, Sam Epstein & Klara Kronbergs, Macfarlanes
Home >Articles > Update on the Register of Overseas Entities
Update on the Register of Overseas Entities
The trust information protection provisions are now live, although some provisions won’t take effect until 31 August 2025.
The Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations, SI 2025/231, 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, first published in draft in December, 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.
The main provisions: 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). 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); and
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.
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.
Robin Vos, Sam Epstein & Klara Kronbergs, Macfarlanes
