Navigating the latest Register of Overseas Entities requirements

The UK Register of Overseas Entities has become a key part of the Government's efforts to improve transparency in the ownership of UK real estate.

Since its introduction under the Economic Crime (Transparency and Enforcement) Act 2022, overseas entities holding UK property have been required to disclose information regarding their beneficial owners and keep those details up to date through annual update filings.  

The regime continues to evolve. Recent legislative changes, enhanced Companies House powers, and expanded disclosure requirements mean that compliance is no longer a simple annual filing exercise. Overseas entities, trustees, fund structures, family offices and multinational groups should take time to understand how these developments could affect their obligations and whether any additional action may be required. 

What has changed about the Register of Overseas Entities regime? 

More detailed beneficial ownership reporting 

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) has introduced a number of important changes to the Register of Overseas Entities (ROE) regime aimed at increasing transparency around ownership and control.  

One key change relates to nominee arrangements. Increased scrutiny of nominee arrangements has reinforced the requirement to identify and disclose those who ultimately own or control a structure. 

The rules surrounding trusts have also been broadened. Trust-related information may now become reportable in a wider range of circumstances, including certain structures involving intermediate entities. This is particularly relevant for private wealth structures, family trusts, investment holding vehicles and certain fund arrangements.  

Increased visibility of trust information 

Transparency around trust ownership continues to be a focus area. 

Regulatory changes permit greater access to certain trust information held by Companies House in specific circumstances. While safeguards remain available for individuals who face a genuine risk of intimidation or violence, or are a minor, the overall direction of travel is towards increased transparency and accessibility of ownership information.  

This is particularly relevant for international families, private investment structures and real estate holding arrangements where trusts often form part of the ownership chain. 

Stronger Companies House enforcement powers

Alongside the enhanced disclosure requirements, Companies House has been granted broader powers to improve the quality and integrity of information held on the register.

The Registrar can now take a more active role in querying information, requesting additional evidence and annotating the register where concerns exist regarding compliance or accuracy. Recent regulations also allow annotations to highlight non-compliance with information requests or concerns regarding an entity's status.  

The direction of travel is clear: transparency expectations are increasing, and Companies House is being equipped with greater tools to enforce compliance.

Looking ahead 

Historic ownership changes must be reviewed  Many entities registered under the ROE shortly after its introduction and may assume that historical matters have already been dealt with. That may no longer be the case in the near future. 

Companies House has introduced additional disclosure requirements relating to the "pre-registration period" covering the period between 28 February 2022 and either 31 January 2023 or the date of registration, whichever occurred first. Overseas entities that owned UK property during this period may need to disclose historical beneficial ownership changes and, where relevant, trust-related changes that occurred during that timeframe.  

For some organisations, this may require revisiting historical corporate records, transaction documents and ownership information that has not been reviewed since the initial registration exercise. 

While this change is intended, the enforcement deadline has been delayed a number of times by Companies House with an enforcement date yet to be announced. 

The Register of Overseas Entities has evolved significantly since its launch in 2022. What began as a register designed to improve transparency around overseas ownership of UK property is becoming an increasingly sophisticated compliance framework, supported by expanded disclosure obligations and enhanced regulatory oversight.  

For overseas entities, annual updates should no longer be viewed as an administrative formality. The latest changes demonstrate that understanding ownership structures, trust relationships and historical beneficial ownership information is now fundamental to maintaining compliance. 

At the same time, effective verification remains a critical safeguard for the integrity of the regime. By engaging early with experienced verification providers, organisations can reduce filing risk, address potential issues before submission and navigate the evolving regulatory landscape with confidence. 

How can Ogier Global help 

A distinctive feature of the ROE regime is the requirement for information to be independently verified before submission.  

Verification can only be carried out by a UK-regulated "relevant person" that is supervised under UK anti-money laundering regulations. Ogier Global is authorised to provide this verification in the UK.   

While every structure is different, the verification process typically involves five key stages: 

1. Understanding the structure 

The verification agent reviews the ownership and control framework of the overseas entity. This may include constitutional documents, corporate registers, trust documentation, partnership agreements and other supporting records. 

2. Identifying registrable beneficial owners 

The verifier assesses who ultimately owns or controls the entity and determines whether those persons meet the statutory beneficial ownership tests.  

3. Evidence gathering 

The verification process requires supporting evidence from reliable and independent sources. Depending on the structure, this may include registry extracts, identification documents, trust deeds, shareholder records and ownership certifications. 

4. Anti-money laundering reviews 

As supervised firms, verification agents are required to conduct customer due diligence and understand the nature, ownership and purpose of the structure. This often runs alongside the verification exercise. 

5. Confirmation to Companies House 

Once satisfied that the relevant information has been properly verified, the agent completes the required confirmation process, enabling the overseas entity to submit its registration or annual update filing.  

What should overseas entities do now? 

As the regime develops, organisations should take a proactive approach rather than waiting until their next filing deadline. 

Key actions include: 

• review ownership structures and identify any nominee arrangements that may now require additional disclosure  
• assess whether trusts exist anywhere within the ownership chain and confirm that all required trust information is available  
• overseas entities that owned qualifying UK property during the pre-registration period should assess whether historic beneficial ownership or trust-related changes give rise to additional disclosure requirements before this becomes legally enforceable 
• ensure historical records and supporting documentation remain accessible and up to date 
• engage with legal advisers and verification providers well in advance of filing deadlines to avoid delays or compliance issues 

This article reflects the position as of August 2026 and refers to an area subject to substantial changes in the current regulatory environment.  

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice