UK beneficial ownership registers: further updates incoming

Draft regulations have recently been laid before Parliament which, if passed, will have the effect of amending the UK’s Register of Overseas Entities and Trust Registration Service regimes. In both cases, these will result in information related to trusts recorded on these registers being made more publicly available, although a couple of more welcome changes are to be introduced too.

Register of Overseas Entities (ROE)

The ROE is a Companies House initiative designed to capture information about overseas entities which hold or acquire interests in UK land, and requires relevant overseas entities to register certain information about their beneficial owners with Companies House. Where the entity’s beneficial owner is a trustee of a trust, relevant information about that trust (including the identity of the settlor and beneficiaries) must be provided. Trust information was generally not publicly accessible, but following changes made to the regime effective from 31 August 2025, it is now possible for any member of the public to make an application for the disclosure of trust information held on the ROE, although subject to certain limitations.

The ROE was introduced in August 2022 and since then there have been various updates to the rules, which have had the effect of tightening the regime, including collecting additional information and making this more widely available (for example, see our previous article). The latest regulations, published in draft on 23 April 2026, propose to amend the current rules in three key-ways:

1. Currently, for members of the public to make a successful application for the disclosure of trust information, they need to name the trust itself. The name of the trust is not publicly available on the ROE, so this is a high bar to access and prevents fishing expeditions. If the regulations are passed, it would no longer be necessary to specify the name of the trust in order to access trust information (access to trust information could theoretically be applied for by using the name of the overseas entity alone, which is publicly available on Companies House). This is therefore a significant change and one which could lead to the wider disclosure of ROE trust information.
    
2. Where an application is made for trust information and some of the information concerns a minor, currently the position is that Companies House would, in addition to not disclosing information about the minor, also suppress other information relating to the affected trust. Under the new regulations, Companies House will now be able to disclose any information regarding the relevant trust that does not concern the minor.  
    
3. Currently, a protection application may be filed to prevent certain information relating to a ‘relevant individual’ (see further below) from being made publicly available, provided applicable criteria are met. One of the criteria for making an application is that a relevant individual’s usual residential address is on the register. Presently, such an application would need to be supported by evidence that the relevant individual lives at such address, but that requirement is to be removed. However, unless the relevant individual has ceased to be a beneficial owner or managing officer of an overseas entity, or the entity has been removed from the register, the relevant individual will need to provide a service address.

   One odd quirk of the regulations is that these appear to narrow the class of persons in relation to whom a protection application can be made. Currently, any individual (including trust settlors and beneficiaries), whose protected information is capable of being disclosed on the ROE, can apply (or have an application made on their behalf) to have their information suppressed from disclosure. However, the regulations alter the applicable (‘relevant individual’) definition so that it will only be registrable beneficial owners or managing officers of an overseas entity in respect of whom a protection application can be made (this reflects previous drafting and technically excludes non-trustee parties associated with a trust, for example, settlors and beneficiaries). This is however at odds with the assumed intent of the ROE protection regime (which, elsewhere in the relevant legislation, explicitly refers to a trust beneficiary as being someone on whose behalf a protection application can be made) and the effect of the proposed amendment is presumably unintended. It will therefore be interesting to see whether this is resolved as the regulations make their way through Parliament, otherwise there may be practical difficulties in interpreting the revised rules.

Timing

The relevant regulations have been laid before Parliament (on 22 April 2026) and will come into force on the day they are made (i.e. signed by a Minister). In other words, the regulations are currently making their way through the parliamentary process and there is no set date yet for enforcement, although the process being followed typically takes 6-7 weeks, so we may be looking at an enactment date of early June.

Next steps

In terms of practically preparing for the changes (whilst noting these are still in draft form and so potentially subject to amendment), affected parties may wish to review relevant structures and consider filing a protection application (if they have not already done so) to prevent public disclosure of their information.

Trust Registration Service (TRS)

We have written previously about proposals to amend the scope of the TRS (under which trustees of certain kinds of UK and non-UK express trusts are obliged to file details, including information about the trust’s beneficial owners, with HMRC). These proposals were set out in the UK Government’s July 2025 response to a consultation (conducted in 2024) and confirmed in draft regulations published in September 2025 (the 2025 Regulations). The 2025 Regulations were released with the aim of seeking technical feedback and have now been superseded by a new set of draft regulations (and an explanatory memorandum), incorporating feedback received, published on 25 March 2026 (the 2026 Regulations). Whilst the 2026 Regulations largely confirm the changes proposed in the 2025 Regulations, a couple of amendments have been made to the earlier position.

Our previous article outlined in full the changes to be introduced, which are set out briefly below by way of recap.

1. 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 these types of trust do not need to register if they held the property prior to 6 October 2020). This requirement will only apply to trusts that retain an interest in UK property at the date the relevant amendment comes into force (so there may still be some limited scope to restructure beforehand, to avoid reporting requirements; see further below).
    
2. The Government will bring all non-UK express trusts holding UK land within the TRS data sharing rules, meaning information regarding these trusts will be available to the public on request, subject to a ‘legitimate interest’ test being satisfied. This is unless the non-UK trust has a controlling interest in a third country (effectively, non-UK and non-EU) entity – here, a person can simply make a written request to see the information.
    
3. Introducing a common registration deadline for trusts associated with an estate, by excluding certain trusts, including co-ownership property trusts and those created by deed of variation, from registration for two years from death. This will align the timing with will trusts, which are exempt from TRS registration for a period of two years following the death of the testator.
    
4. Introducing a de minimis exemption for certain trusts currently required to register on the TRS. The de minimis registration requirement will apply to trusts that:
    
   1. are not liable for relevant UK taxes;
   2. do not own or have any interest in UK land;
   3. do not hold more than £10,000 in assets;
   4. do not have more than £5,000 in annual income; and
   5. do not have more than £2,000 of “appreciable” non-financial assets such as art, jewellery or antiques.
       
5. Stamp Duty Reserve Tax (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. 

The changes which the 2026 Regulations propose to this position are as follows:

• Non-UK express trusts that hold an interest in UK land acquired before 6 October 2020 (and were not previously required to register) must register with the TRS by 1 September 2027 (this was previously six months after the date the legislation is enacted, so is an extension on the former position, assuming the 2026 Regulations come into force shortly, and may give affected trusts more time to organise their affairs accordingly);
   
• Previously, the de minimis exemption was not going to be retrospective and would only apply to new trusts created on or after the date the exemption came into force. The start date for the de minimis exemption is now removed, thus allowing existing trusts that meet the de minimis criteria to be released from the requirement to remain registered on the TRS; and
   
• Limits on the number of de minimis trusts that one settlor could have which are eligible for the exemption have been tweaked, so that a settlor is allowed to have one de minimis trust, in addition to other trusts which are excluded from TRS registration under separate criteria (previously, a settlor could not have a de minimis trust in addition to other types of excluded trust for TRS purposes, unless the de minimis trust was created first).

Timing

The 2026 Regulations have been laid before Parliament (on 26 March 2026): it has been reported that they will be considered by both parliamentary houses for approximately four sitting weeks before they are made. The TRS provisions will then come into force 21 days after that date, which would be late June or early July 2026. 

Next steps / comments

The amendments regarding the retrospective effect of the de minimis exemption are a helpful development for smaller trusts and may enable existing trusts to deregister from the TRS. The 2026 Regulations do however confirm that the registration and data-sharing requirements will be widening for non-UK trusts holding UK land, and trustees of affected structures may wish to consider any potential next steps, including filing a protection application to prevent public disclosure of relevant information, where required.

This is an overview of a complex subject; for further information, please get in touch with your usual Macfarlanes contact.