Companies House recently published an update to its guidance on the Register of Overseas Entities (ROE) regime, announcing that, with effect from 31 July 2025, it will be collecting additional information, relating to any change in the beneficial owners of a relevant entity which occurred between 28 February 2022 and (broadly) 31 January 2023, with an entity’s next annual update statement. 

We have commented previously on the ROE and related developments, most recently: The Register of Overseas Entities: trust information protection provisions now live. However, to summarise, the ROE, which came into force in August 2022, is now an established part of the UK’s corporate transparency regime. The ROE requires any overseas entity that holds or wishes to acquire registered real estate in the UK to register on the ROE, which is maintained by Companies House. 

The initial registration deadline was 31 January 2023, with a requirement that the necessary details relating to any “relevant disposition of land” involving an overseas entity, between 28 February 2022 and 31 January 2023, were also captured on the register. 

Since the ROE regime was first introduced, there have been various changes to the rules, which have implemented provisions set out in the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). The majority of these changes have increased the ROE’s levels of accessibility and transparency: most recently, widening public access to trust data held on the ROE. 

The current anticipated changes will continue this trend, meaning that affected entities will now need to provide an even wider dataset to Companies House. Note that whilst Companies House has released updated guidance on the current changes, they are subject to the passing of secondary legislation, to implement the relevant sections of ECCTA 2023, which has yet to be laid before Parliament. The final shape of the relevant reporting requirements therefore remains to be seen, but we comment on what these are anticipated to look like below.

What additional data is required?

The new disclosure requirements mean that, if an overseas entity was the registered proprietor of land in the UK between 28 February 2022 and 31 January 2023, it will need to report details of any changes in its beneficial owners during the “pre-registration period”. The pre-registration period is between 28 February 2022 and either 31 January 2023, or the date the overseas entity registered on the ROE, whichever was first.

The required details are expected to include information about both incoming and outgoing beneficial owners and the date on which each of them became and/or ceased to be a beneficial owner.

If any of the overseas entity’s registrable beneficial owners was a trustee at the end of the pre-registration period, then it is expected that the entity will need to provide:

• details (of each trustee, settlor/grantor, protector, enforcer and beneficiary) regarding each trust of which the beneficial owner was trustee (and by virtue of which that trustee was a registrable beneficial owner in relation to the relevant overseas entity); 
• details of any changes in the beneficiaries of each relevant trust during the pre-registration period (including the dates on which they became and/or ceased to be a beneficiary); and 
• details of any other trusts by virtue of which a trustee was a registrable beneficial owner during the pre-registration period (this provision is designed to capture transfer of control over an overseas entity between different trusts during the pre-registration period).

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. 

What are the timeframes for providing the information?

Whilst the reporting requirement changes are anticipated to go live from 31 July 2025, Companies House has said that, for an update statement due between 31 July and 31 October 2025, the new information can either be provided with that update statement or, if more time is required to compile the relevant data, the next update statement. However, Companies House is encouraging overseas entities to file the relevant information this year, wherever possible. 

For update statements due from 1 November 2025, the relevant information must be provided in the next statement.

Information provided pursuant to the new rules will need to be verified by a UK-regulated agent before the update statement is filed, in accordance with the requirements for filing information on the ROE more generally.

The additional information will only need to be reported once, as part of the relevant update statement.

Next steps 

Although the relevant secondary legislation still needs to be passed, it seems clear from the Companies House guidance that the intention is to implement the relevant changes from 31 July 2025.

As such, and noting the five-month grace period, affected entities and their advisors should start compiling the necessary information so that they can meet the new reporting requirements. That said, the exact reporting requirements will need to be confirmed once the relevant secondary legislation has been enacted and we will report further on this in due course.