UK Register of Overseas Entities is now live

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Corporate trustees outside the UK, who directly hold UK real estate, will be required to register on the UK’s Register of Overseas Entities (ROE), according to guidance issued in August 2022.

Legislation introducing the requirement to register on the ROE came into force on 1 August 2022. Under the new rules, most overseas companies and other overseas entities holding UK real estate are now required to file certain details about their beneficial owners on the ROE, which is held at Companies House.

It was initially thought that offshore corporate trustees holding real estate directly would not be required to register on the ROE. However, technical guidance, issued in August 2022, suggests that details about the corporate trustee including its name, country of incorporation, registered office and contact details will in fact need to be registered.

In addition, any ‘registrable beneficial owner’ of the trustee company (broadly meaning an individual or entity which holds over 25% of the shares or voting rights) will need to be registered. Details of the trust itself do not need to be provided if the trust holds the real estate directly.

If the corporate trustee holds the UK real estate via an overseas company, more detail needs to be provided. This includes certain details about the trust, as well as the name, nationality and address of individuals who have significant influence over the trust (often settlors and protectors). However, unlike many other details held on the ROE, the information relating to trusts will not be made public.

We will be following the discussions in relation to the rules and the guidance and will provide updates in due course.