From 31 July 2025, new rules will affect all overseas entities on the UK’s Register of Overseas Entities. These changes, introduced by the Economic Crime and Corporate Transparency Act 2023, require overseas entities to disclose information about beneficial ownership and trusts during a specific pre-registration period. We explain the new requirements, their implications, and offer practical guidance for compliance.
Understanding the Register of Overseas Entities and Pre-Registration Period
The Register of Overseas Entities was established to increase transparency in UK property ownership by overseas companies and trusts. The new disclosure rules focus on the “pre-registration period”, which is unique to each entity. For every overseas entity, this period starts on 28 February 2022 and ends on either the date of registration or 31 January 2023, whichever comes first.
This pre-registration period is crucial because it captures any changes in beneficial ownership or trust arrangements before the entity was formally registered. The changes are designed to close loopholes and ensure that historic ownership structures are fully disclosed. The new requirements apply to all overseas entities that own or have owned UK land or property and are required to file an annual update statement.
What Information Must Be Disclosed in the Update Statement
From 31 July 2025, overseas entities filing an update statement must provide details about any registrable beneficial owners, trusts involved with the entity, and trust beneficiaries during the pre-registration period. This obligation applies only if the entity owned UK property or land during that period.
The information required includes:
- The identity of any registrable beneficial owners during the pre-registration period.
- Details of any trusts that had an interest in the entity.
- Information about beneficiaries of those trusts.
Entities do not need to report on managing officers for the historic period. If this information has already been disclosed in previous filings, there is no need to repeat it. However, if any details were omitted previously, they must be included in the next update statement.
Entities with an update statement due between 31 July 2025 and 31 October 2025 have flexibility. They may submit the additional information in the 2025 statement or defer until the 2026 statement if more time is needed.
Legal Context and Compliance Obligations
The requirement for retrospective disclosure is a direct result of the Economic Crime and Corporate Transparency Act 2023. The Act aims to strengthen the UK’s fight against economic crime by increasing transparency in property ownership and holding overseas entities accountable.
Failure to comply with the new rules carries significant risks. Not filing an accurate or timely update statement is a criminal offence. Companies House has the authority to prosecute, impose daily fines, and invalidate the overseas entity ID. An invalid ID effectively prevents the entity from buying, selling, or charging UK property. In the past year alone, Companies House has issued over £20 million in fines for register offences, demonstrating robust enforcement.
Entities with complex ownership structures, such as those involving multiple layers of companies, nominees, or discretionary trusts, may find this requirement particularly challenging. They may need to gather documents that are over three years old and engage a UK-regulated agent to re-verify the information, incurring additional costs and administrative effort.
Practical Advice for Overseas Entities and Real-World Examples
We recommend that all overseas entities begin reviewing their historic ownership and trust records as early as possible. Early preparation will help avoid last-minute complications and ensure compliance with the new rules. Entities should:
- Identify whether they owned UK property during the pre-registration period.
- Review all beneficial ownership and trust arrangements in place at that time.
- Gather supporting documents, such as trust deeds, shareholder registers, and identification documents.
- Engage a UK-regulated verification agent if required.
For straightforward cases, such as single-owner entities where beneficial ownership has not changed, the process should be relatively simple. For example, an overseas company registered in March 2023 with the same beneficial owner since February 2022 will only need to confirm the existing information.
However, for entities with complex structures, such as a Jersey trust with multiple discretionary beneficiaries and layered nominee companies, the process will involve tracing historic ownership and verifying each party’s identity. This may require professional advice and incur additional due diligence costs.
To ensure compliance, it is essential to keep detailed records and consult legal or professional advisers where necessary. The new rules are not a mere formality for complex entities and should be treated with the seriousness they deserve.
Impact and Enforcement: What Entities Should Expect
The impact of the new disclosure rules varies depending on the complexity of the entity’s ownership structure. For most straightforward entities, the new requirement is a minor administrative step. However, for trust-heavy or multi-layered corporate structures, the burden can be significant.
Companies House has made clear that enforcement will be strict. Penalties for non-compliance include criminal prosecution, daily fines, and loss of the ability to transact UK property. The retrospective nature of the requirement means that entities must look back and report on arrangements that may never have been formally recorded before.
Entities should be aware that Companies House is actively monitoring compliance and has already demonstrated its willingness to impose substantial penalties. The new rules are part of a broader effort to increase transparency and combat economic crime in the UK property market.
Conclusion
The new pre-registration disclosure rules for the Register of Overseas Entities represent a significant change for overseas property owners in the UK. While the impact will be modest for simple ownership structures, those with complex or trust-based arrangements face a substantial compliance obligation. Early preparation, careful record-keeping, and professional advice will be essential for meeting the new requirements and avoiding penalties. For comprehensive guidance on how to meet these obligations, explore detailed information on the Register of Overseas Entities requirements.