Overseas entities intending to buy, sell, or transfer property or land in the United Kingdom (UK) must register with the Companies House under the Register of Overseas Entities (ROE).
As of February 2025, amendments to the UK company law allow eligible entities to apply to protect certain details of their trust members. Without a protection application, such information will be made available to third parties on request from 31 August 2025.
In this article, we will explain the purpose of the ROE and provide guidance on the registration process for overseas entities, as well as how to apply for the protection of sensitive information.
Purpose of the ROE
The ROE came into force in the UK on 1 August 2022 through the Economic Crime (Transparency and Enforcement) Act 2022. It is a public register established by the UK government to combat financial crime.
Administered by the Companies House, the ROE mandates strict disclosure requirements on overseas entities that buy, sell, or transfer property or land in the UK. An overseas entity is defined as a legal entity, such as a company or other organisation, that has legal personality and is governed by non-UK law.
When registering with the Companies House, overseas entities will need to provide information about ownership structure, beneficial owners and managing officers. This is to maintain accountability within the market and ensure property transactions are conducted by legitimate players who uphold high standards of corporate governance in the UK. Do note failure to comply can result in penalties.
Disclosing information on the ROE
All information about your beneficial owners and managing officers will first need to be verified by a UK-regulated agent. The agent must be operating in the UK and adhere to the Money Laundering, Terrorist Financing and Transfer of Funds Regulations (Information on the Payer) Regulations 2017 (MLR 2017).
They must also be approved by Companies House and provided an agent assurance code. Verification must be completed no more than three months prior to submission, so timing will be important.
Hawksford is among the Companies House’s list of UK-regulated agents with an assurance code. If you need support to complete these checks, our team can handle the verification checks and manage your subsequent registration.
Effective governance services are essential at this stage to ensure compliance with complex regulations, maintain data integrity, and provide strategic protection for sensitive information.
Once the verification checks are complete, either you or your UK-regulated agent can proceed to register and include details about your entity and its ownership. The information required falls into several categories:
Overseas entity
Overseas entities that own land in the UK must register. The term “overseas entity” has been given a wide definition in the Act, and it means a legal entity that is governed by the law of a country or territory outside the UK.
The registration will include information about your entity, including its name, the country of incorporation, its registered office address and correspondence address, the legal form it takes and the law by which it is governed, as well as any existing registration number in its home jurisdiction. An email address is also needed for official communications.
Beneficial owners
The Act requires overseas entities to serve an “information notice” on any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity or any person who they believe will enable them to identify a beneficial owner.
Individuals or entities are considered beneficial owners if they meet certain control thresholds such as owning more than 25% of the shares or voting rights, having the power to appoint or remove the majority of directors, or otherwise holding considerable influence. These criteria similarly apply to trustees managing trusts and members of firms that do not possess separate legal personality.
For each registrable beneficial owner of your entity, comprehensive details must be provided. If the beneficial owner is an individual, this includes their full name, date of birth, nationality, correspondence address and home address, the date they became a beneficial owner, and the nature of their control over the entity. If the beneficial owner is another legal entity or a public authority, similar identifying information is required.
In addition to the above, the ROE will ask whether any beneficial owner is on the UK sanctions list, and whether any is seeking to protect their information from public disclosure. If the overseas entity’s ownership involves a trust, there are further disclosures required.
Managing officers
If there are no registrable beneficial owners, then you must report information on your managing officers instead. A managing officer means a director, manager, or company secretary of your entity.
For each such officer, the entity will need to disclose details such as the individual’s full name (and any former names), date of birth, nationality, correspondence address and home address, and their role within the entity. This ensures that even if no one meets the definition of “beneficial owner”, the ROE will have named persons responsible for running the company.
UK-regulated agent
Details of your UK-regulated agent must also be included, such as the name, address, supervisory body, as well as the date the verification was completed. Your agent will supply an agent assurance code, which must be entered in the application. Without a valid UK-regulated agent and assurance code, an overseas entity’s application cannot be accepted.
Upon successful registration, the submitted information will be entered into the ROE, with most made publicly available. Changes however are being implemented to manage the confidentiality of beneficial owners, managing officers, and trust members.
Changes to protect beneficial owners, managing officers, and trust members
From 28 February 2025, it is possible to apply for protection should there be a risk of intimidation from the public disclosure of information on the ROE. As your agent, Hawksford can assist with preparing and submitting your application.
This safeguard applies to beneficial owners, managing officers, and trust members, including beneficiaries, settlors, grantors, or any other interested parties. For perspective, examples where protection may be necessary include:
- A member whose home address needs to be shielded from credit reference agencies
- A beneficial owner whose identity must not be disclosed
- Any individual involved in an overseas entity who needs to remain confidential
Applicants must demonstrate that such disclosure poses a legitimate risk of harm or intimidation. If you have the authority to represent a trust member who is either 17 years old or younger or is considered unable to make decisions, you may also send an application. In such cases, you must provide proof.
Applications will need to be submitted by 31 August 2025, after which details may become available on request to those with a legitimate interest. More information on this will be provided in the coming months. Some protection will remain in effect even after 31 August 2025, particularly for minors or individuals lacking capacity.
The role of governance services in ROE compliance
Effective governance services are essential for overseas entities navigating the complexities of the ROE. From ensuring compliance with stringent disclosure requirements to managing the confidentiality of sensitive information, robust governance frameworks play a pivotal role in safeguarding your interests.
Governance services, such as those provided by Hawksford, help streamline the registration process by offering:
- Verification and compliance management: Ensuring that all necessary checks are completed accurately and promptly, meeting UK regulatory standards.
- Confidentiality and privacy protection: Advising on protection applications for beneficial owners, managing officers, and trust members, ensuring their information is kept safe from public disclosure where necessary.
- Ongoing compliance support: Helping entities stay compliant with evolving UK laws and maintaining best practices in corporate governance.
Incorporating governance services into your ROE registration process ensures a smoother experience and mitigates the risks associated with improper disclosures or missed deadlines.
Next steps
At Hawksford, we specialise in providing comprehensive governance services to overseas entities registering with the ROE. Our experts are well-versed in UK regulatory requirements and can guide you through each step of the process, from initial verification checks to managing ongoing compliance matters.
If you need guidance in these areas, Hawksford can provide strategic support. With dedicated offices in the UK, our team can help with submitting information for the ROE and registering your entity with the Companies House. For more information on setting up and managing ongoing compliance matters in this jurisdiction, please get in touch with us.
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