Are There New Disclosure Requirements for Overseas Entities in the UK?

From 31 July 2025, Companies House will request overseas entities to inform them of any changes to beneficial ownership during the pre-registration period from 28 February 2022 to 31 January 2023. The notice will be included with every entity's subsequent annual update statement and is part of the ongoing implementation of the Economic Crime and Corporate Transparency Act 2023.

The Register of Overseas Entities (ROE), introduced in August 2022, requires any overseas entity that owns or wishes to acquire registered UK land to be entered on the register, which is maintained by Companies House. The regime has been designed to enhance corporate transparency and prevent the misuse of property ownership for unauthorised purposes.

What are the New Reporting Requirements?

Where an organisation is required to disclose incoming and outgoing beneficial owners under the planned reforms, organisations holding UK property in the pre-registration period will be compelled to disclose incoming and outgoing beneficial owners, along with the dates persons became or ceased to be beneficial owners.

Where trustees are among the registrable beneficial owners at the end of the pre-registration period, the organisation will also be required to provide:

• Details of all the trustees, settlors/grantors, protectors, enforcers and beneficiaries of all trusts related to the entity
• Records of any changes to the beneficiaries of such trusts, including the dates
• Details on any other trusts that led to a trustee becoming a beneficial owner during this period

The overall aim is to include earlier beneficial ownership details that have not yet been disclosed, enhancing the completeness of the Register of Overseas Entities.

Timeline & Compliance Deadlines

The new disclosure obligations take effect on 31 July 2025. For entities with update statements between 31 July and 31 October 2025, the required information can be either filed with the update or postponed to the following year if additional time is needed.

For update statements occurring after 1 November 2025, the new information must be included in that year's statement.

Before submitting, the information would need to be verified by a UK-regulated intermediary, in accordance with current verification requirements for submission of ROE. Organisations will need to disclose this background information only once, as part of the appropriate update statement.

Conclusion

Although outstanding secondary legislation is required, Companies House has responded categorically that it is intended to implement these changes as envisaged. Since only a grace period of five months will be available following the introduction, bodies and their advisors are particularly urged to begin gathering the relevant information now in order to be ready.

Subsequent announcements will be made as and when the precise details of the legislation become clear, but in advance of that, foreign entities should prepare themselves for this significant expansion of their disclosure obligations under the UK corporate transparency regime.