Beneficial ownership registers: summer 2025 updates

Given the flurry of recent legislative activity by the UK Government (see our separate note: Legislation Day – points to note for private clients), private client practitioners may be forgiven for overlooking two recent developments regarding the UK’s beneficial ownership registers: the Trust Registration Service (TRS) and the Register of Overseas Entities (ROE).

On the TRS, the Government has published their response to the 2024 consultation on the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the MLRs), including confirming reforms to the TRS registration requirements, to make these less restrictive in some cases but introducing tighter controls in others.

Regarding the ROE, the anticipated date of 31 July 2025 has now been pushed back, for the introduction of measures increasing the beneficial ownership reporting requirements for (broadly) periods prior to January 2023. We discuss both these developments further below.

TRS: consultation response

From March – June 2024, the Government ran a consultation on improving the effectiveness of the MLRs (the legislation which primarily governs the TRS). On 17 July 2025, the Government published their response, which confirms that they will be introducing changes to the TRS registration and data sharing requirements, in line with proposals made in the consultation (although with some amendments). The key changes to be introduced are as follows.

• Extending the TRS registration requirement to include all non-UK express trusts that hold an interest in UK land acquired before 6 October 2020 (currently, such trusts, which acquired UK land post 6 October 2020, must register, but the TRS does not capture these types of trust where the land was already held before this date, assuming other registration “triggers” are not met). This requirement will be introduced to target a perceived “reporting gap”; it will only apply to trusts that retain an interest in UK real estate at the date the amendment to the MLRs comes into force (so there may be some scope to restructure relevant trusts beforehand, to limit reporting requirements). 
   
• Bringing all non-UK express trusts holding UK land within the TRS data sharing rules, meaning information relating to these trusts, and not just those non-UK express trusts holding UK land which have at least one UK resident trustee (as is the current position), will be available to the public on request, subject to a “legitimate interest” test. In practice, this still means that only parties who are investigating suspected cases of money laundering or terrorist financing, such as transparency organisations, will be able to request to access this information. Interestingly, the additional gateway for such data access requests applicable to relevant trusts with at least one UK resident trustee - i.e. where the trust subject to the request has a controlling interest in an offshore company - will not apply to trusts with no UK resident trustees. This is despite this being mooted in the consultation and, although not unwelcome, no explanation for this has been given.
   
• Introducing a common registration deadline for trusts associated with an estate, by excluding from registration for two years from death (i) co-ownership property trusts; (ii) trusts created under s. 34, Trustee Act 1925¹, in both instances, that have become registrable as a result of a trustee’s (or other relevant person’s) death ((ii) is a new category that has been added following consultation feedback); and, (iii) trusts created by deed of variation. This will align the timing with will trusts, which are (broadly) exempt from TRS registration for a period of two years following the testator’s death.
   
• Implementing a de minimis exemption for certain trusts currently required to register on the TRS. In consideration of respondents' support for a higher de minimis threshold than that set out in the consultation, the Government has confirmed that it will amend the criteria from those originally suggested, so that the de minimis registration requirement will apply to trusts that are:

(i)  not liable for relevant UK taxes; 
(ii)  do not own or have any interest in UK land; 
(iii)  do not hold more than £10,000 in assets (this is an increase on the previously proposed level of £5,000); 
(iv)  do not have more than £5,000 in annual income; and 
(v)  do not have more than £2,000 of "appreciable" non-financial assets such as art, jewellery or antiques. 

The de minimis exemption will not be retrospective and will only apply to new trusts created on or after the date that the amendment comes into force. Once a trust exceeds any of the thresholds, the trust will become registrable and remain registrable. Interestingly, proposals in the original consultation to introduce restrictions to prevent settlors from avoiding registration by settling multiple smaller trusts do not appear to have been followed through in the Government’s response.

Practically speaking, the Government has not yet provided detailed examples of what trust types the de minimis exemption might cover; the consultation response stating that the exemption is designed to target “small, low risk trusts…for example, local sports clubs”. However, it is our view that the exemption could also capture:

• smaller bare trusts where the beneficial owner, not the trustees, is liable for the tax (although, in some cases, these types of trust may not have been required to register under the existing rules);
   
• in the case of (so-called) non-UK trusts specifically, trusts with (broadly) at least one UK resident trustee, where the trustees have a business relationship with a UK relevant person (for example, a professional advisor or trust service provider);
   
• certain revocable trusts, due to be funded on death only, which are commonly used as estate planning tools (for example, in the US) with the settlor as the sole or a co-trustee. It is not uncommon for such trusts to become inadvertently UK resident (and therefore automatically come within the scope of the TRS) if the settlor subsequently becomes resident in the UK; and
   
• newly created pilot trusts (which will fall outside the existing exemption for such trusts, as this only applies to trusts created pre-6 October 2020), provided the qualifying conditions for the exemption are met in each case. 

That said, this remains to be confirmed in due course, once the relevant changes are made to the MLRs, and presumably further guidance will be published at that stage.

• Stamp Duty Reserve Tax (SDRT, a tax payable on the purchase of shares in the UK) will no longer be considered a “relevant tax”, a liability for which would result in a trust becoming registrable under the TRS. This will remove the need for many otherwise exempt trusts (such as non-UK trusts with no other links to the UK) to register, solely based on a liability to pay SDRT. This is a new announcement and was not suggested in the original consultation.

The consultation response sets out the Government’s belief that “changes to the TRS will increase trust transparency and strengthen its risk-based approach to the registration of trusts”. Undoubtedly, there are positive developments here. For example, the introduction of a de minimis registration threshold (and one that is more “generous” than previously anticipated) will be welcomed by trustees of smaller trusts (although, as above, only trusts established post the introduction of the exemption will benefit). Additionally, the alignment of registration dates for post-death trusts will hopefully help ease administrative burdens. However, the increase in reporting requirements for non-UK trusts holding UK land and wider access to their data brings with it further degrees of administration and disclosure, and continues the Government’s drive towards greater transparency in this area (see, for example our separate note on the subject). 

Timing

The Government intends to publish the draft secondary legislation implementing the changes in the “coming months for technical feedback", before laying it in Parliament "later this year if parliamentary time allows”; so, watch this space.

ROE: delay in implementing increased beneficial reporting requirements

In May 2025, Companies House announced that, with effect from 31 July 2025, it would be collecting additional information, relating to any change in the beneficial owners of a relevant overseas entity which had occurred between 28 February 2022 and, the earlier of, 31 January 2023, or the date the entity registered on the ROE (known as the “pre-registration period”), with an entity’s next annual update statement.

This was a change introduced by the Economic Crime and Corporate Transparency Act 2023, which had not yet been implemented by secondary legislation. We wrote a detailed update on this in May 2025: to summarise, the change will require details of any trusts (including, trustees, settlors and beneficiaries), which were involved in the beneficial ownership chain of a relevant overseas entity during the pre-registration period to be disclosed on the ROE (if these details are different to those already provided). In essence, the provisions as a whole aim to capture information about past beneficial owners of an overseas entity who have not previously been required to be disclosed.

This amendment was, as above, anticipated to come into force from 31 July 2025, with an effective five-month grace period, and thereafter a mandatory reporting of the relevant information with the next update statement filed from 1 November 2025. However, Companies House, on 22 July 2025, issued an update amending the 31 July 2025 implementation date to simply “at a later date”. So, we currently do not know when these provisions will come into force, and the necessary secondary legislation is awaited. We would however anticipate that the secondary legislation will now not be issued until autumn 2025 at the earliest, after Parliament’s Summer Recess.

Next steps

Although the implementation of the reporting changes has been delayed, it seems clear that it is still the Government’s intention to deliver these amendments when time allows. It would therefore still be prudent for affected entities and their advisors to start compiling the relevant information (see our more detailed update, above), or to press ahead with other planning in anticipation of the changes, so that the necessary arrangements are in place by the time the amendments take effect.

¹ Which provides that land held by more than four persons is to be held in trust.