TaxFeb 2 2023

How the new Register of Overseas Entities works in the UK

  • Understand the background to the ROE
  • Explain how the register of overseas entities works
  • Understand the current EU case on public access
  • Understand the background to the ROE
  • Explain how the register of overseas entities works
  • Understand the current EU case on public access
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Approx.30min
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CPD
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How the new Register of Overseas Entities works in the UK
Photo by: Wutwhanfoto/iStock

The individual’s nationality is on the register, as is their date of birth – though only the year and month.

Although the UK soon knew it would cease to be part of the EU, it pressed on with developing its own laws to implement the ROE, and imposed great pressure on Crown Dependencies and Overseas Territories to make their own registers public too. 

Then, as a result of Putin’s invasion of Ukraine in February 2022, the rules were rushed in. They came into force on August 1 2022, with the deadline for registration of January 31 2023.

How the ROE works

Where complex legislation is drawn up in haste it tends to be unclear in places, but the rules on the ROE set new records. 

Changes were announced even while advice was being written and the first registrations taking place. New guidance was published as late as January 12 2023 – which, when the lead time for registration has a built-in delay of at least a month, may not be possible to comply with.     

Different advisers have been interpreting the rules in very different ways.   

Take a very common example: a family overseas where a grandparent set up a family trust, with a professional regulated trustee company as trustee. One family member — we will call her Sarah – gets a job in London and moves here. The trustee buys a flat for Sarah to live in. 

The rules are clear that the trustee company must itself go on the ROE, and that its owners have to be registered on it too.  

Quite why anyone would be interested in who owns a regulated trustee company, other than perhaps its own regulator, is another matter, but at least it is clear that is what the rules say. 

The rules are clear that the trustee company must itself go on the ROE, and that its owners have to be registered on it too

Curiously, details of the trust are not required in a scenario such as this, where the trustee holds the property directly. 

This seems at odds with what the rules are intended to achieve, and where the trustee holds the property through another entity the trust details are required. 

The rules are quite clear on this point, though the reason for the difference less so. The trust in either case needs to register on another register — the Trust Register — so perhaps this is thought to cover the transparency question adequately.

Going back to Sarah in our example, does she have to be on the register? 

The answer to this rather fundamental point is not clear. The rules say a person who has “significant influence or control” over an overseas entity must also be registered. 

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