The UK Register of Overseas Entities (ROE)

As of 31 January 2023, any OE that plans to acquire qualifying UK estate is required to register on the ROE first. The Land Registry will not register the OE as the proprietor of a qualifying UK real estate without the prior submission of its Companies House OE ID number following a successful ROE registration.

The ROE was introduced under the Economic Crime (Transparency & Enforcement) Act 2022 (ECTEA) to increase transparency in respect of non-UK entities that own qualifying UK real estate – either freehold interests, or leasehold interest of more than seven years in England and Wales, 20 years in Scotland and 21 years in Northern Ireland.

Any OE that owned qualifying UK estate and had been registered as the proprietor at the Land Registry on or after 1 January 1999 was obliged to register on the ROE within a six month transitional period that expired on 31 January 2023. For Scotland it applied to qualifying estate owned on or after 8 December 2014, and for Northern Ireland it applied to qualifying real estate owned on or after 1 August 2022.

Any OE that had disposed of qualifying UK estate during the during the ‘pre‑registration period’ – 28 February 2022 to 31 January 2023 – was also obliged to provide Companies House with the details of its Beneficial Owners or Managing Officers, as well as details of the disposal, before the end of the transitional period.

Companies House now further requires additional information disclosures on changes to the Beneficial Owners of an OE that held UK land between during the pre-registration period and the earlier of either 31 January 2023 or the date on which the OE registered on the ROE. This includes:

Details of any incoming or outgoing Beneficial Owners and the date on which the change took effect during the pre-registration period.

If the RBO was a trustee, any relevant trust-related changes – trustees, beneficiaries or the holding trust – during that time.

Based closely on the People with Significant Control (PSC) regime for UK companies, Registrable Beneficial Owners (RBOs) under the ROE are defined as individuals or other entities that either:

• Hold (directly or indirectly) more than 25% of the shares or voting rights.
• Can appoint or remove a majority of the board of directors.
• Can exercise significant influence or control over the entity.
• Have significant influence or control over a trust or partnership if the trustees or partners meet one of the previous tests.

In March 2024, the definition of ‘beneficial owner’ was further expanded to include nominee arrangements. Overseas corporate trustees acting as nominee are required to disclose the ultimate beneficial owner under every nomineeship arrangement involving qualifying UK estate that they administer, not just the ownership chain of the nominee entity itself.

Any trustee, whether regulated or not, in the ownership chain of an OE must now be registered as an RBO. Even if there is an intermediate legal entity between the overseas entity and the trustee, which is subject to its own disclosure requirements, the trustee must still be disclosed as an RBO.

If the OE has no RBOs, or has not been able to fully identify its beneficial owners, it is required to provide the same level of information about its Managing Officers (MOs). This designation is not strictly defined but would typically include directors, managers and company secretaries of an in-scope OE

A UK-regulated agent must complete verification checks on all RBOs and MOs of an OE before it can be filed with Companies House and registered on the ROE. Verification checks must be completed no more than three months before the OE is registered.

The UK-regulated agent is required to provide an agent assurance code and an OE Verification Check statement to confirm that this has been done. A UK-regulated agent can be an individual or a corporate entity but must be based in the UK and supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

Sovereign Corporate & Trustee Services is registered with Companies House as an Authorised Corporate Service Provider (ACSP) and is also a Companies House Assured Agent for the purposes of the Register of Overseas Entities (ROE).

Where an OE’s Beneficial Owner is the trustee of a Trust, the information provided was previously only shared with HMRC and certain law enforcement agencies. However, under regulation 4 of the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025, members of the public can now apply to Companies House for disclosure of trust information associated with a single OE.

Certain limitations still apply, depending on the sensitivity of the information concerned, as follows:

• If the application either relates to more than one OE or would result in the disclosure of Trust information relating to an individual under the age of 18, the information will not be released unless the applicant is able to demonstrate a ‘legitimate interest’ – such as investigating money laundering, tax evasion, terrorist financing or sanctions breaches.
• In cases where the legitimate interest test does not apply, the information will be released only if the applicant can provide certain details, including the OE’s name and ID number, as well as the name of any Trusts to which the relevant trust information relates.
• The information will not be released if a successful ‘protection application’ has been made on grounds that its release would put the relevant individuals at risk of intimidation or violence.

Excepting these restrictions, Companies House undertakes to release the information within five days, although it may impose conditions on the use or further disclosure of the information.

Anyone associated with a Trust who meets the relevant criteria to prevent public disclosure from occurring can submit a protection application to Companies House. It will generally take at least 30 days to process an application, but the relevant information will be protected from public disclosure whilst an application is being processed.

To secure compliance with regulatory requirements, Companies House can, where necessary, impose restrictions on properties, issue civil financial penalties or refer cases of criminal activity for prosecution.

OEs cannot purchase any qualifying UK estate without a valid ROE registration. OEs that fail to register with Companies House, or which fail to comply with the ROE Annual Update requirements, will also face restrictions on selling, leasing or raising charges over qualifying UK estate.

In-scope OEs that fail to comply are committing an offence and can be subject to civil penalties of up to £50,000 per property, depending on the Council Tax banding or rateable value of the relevant property.

If Companies House chooses to refer cases to law enforcement agencies, prosecution can lead to up to five years’ imprisonment for the responsible officers.

The  Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) provides that the following are all regarded as a criminal offence:

• Failure to comply with updating duty – if a registered OE fails to comply with its duty to update the ROE, an offence is committed by the entity and by every officer of the entity who is in default. A person will be in contravention of the ECTEA until the registered OE has delivered the statements and information required. Every officer of the registered OE commits an offence in the case of continued contravention, regardless of their role in the initial offence.
• Failure to comply with Notices – A person commits an offence if they fail to comply with the Notices described under the ECTEA and cannot provide a reasonable excuse for this failure.
• Resolving inconsistencies in the register – if the Registrar believes information delivered by an OE is inconsistent with other information on the ROE, it may give notice requiring the OE to take steps to resolve it. The Notice must state its date of issue and any documents required to resolve the inconsistency must be delivered to the registrar within 14 days. If the documents are not delivered in time, the entity and every officer of the entity commits an offence.
• False filing offences – it is an offence for a person to deliver or cause to be delivered to the Registrar any document or statement that is misleading, false or deceptive in a material particular without ‘reasonable excuse’.
• Aggravated false filing offences – if a person knowingly delivers, or causes to be delivered, a document or statement to the registrar that is misleading, false, or deceptive, it is considered an aggravated offence.