UK public will not have access to trust information on register of overseas entities
Companies House has obtained contact details for relevant entities from HM Land Registry and Registers of Scotland. The register opened for operations on 1 August 2022 and it is likely that some affected entities may not yet be aware of it, although the penalties for failure to comply are severe: up to GBP2,500 per day of non-compliance or a five-year prison sentence.
Entities within scope have until 31 January 2023 to tell Companies House who their beneficial owners are, or their managing officers if there are no beneficial owners. Entities that have disposed of interests from 28 February 2022 are also required to register. In return, they will receive a unique 'overseas identity number' enabling them to register their dealings with the relevant UK land registry. Entities whose property or land is in Scotland will also need to register on the Scottish Register of Persons Holding a Controlled Interest in Land, in addition to registering on the register of overseas entities.
From 5 September 2022, offshore entities will not be able to register UK property transactions on the relevant land registry if they have not obtained an overseas entity ID number.
After registering with Companies House, the details of the overseas entity and its beneficial owners will be available to the public on the online register.
However, trusts are being treated differently. The letter from Companies House includes an explicit undertaking to trustees that information they disclose about beneficiaries, current or past beneficial owners, settlors, grantors and interested persons will not be available to the public. It will only be shared with law enforcement and other public authorities such as HMRC.
The Economic Crime (Transparency and Enforcement) Act 2022, enacted in March 2022, includes regulations stating that regulated overseas corporate trustees fall within the definition of registrable beneficial owners, so that overseas entities must take reasonable steps to report their trust beneficiaries to the registrar. The regulations also give the detailed rules for applications to protect registered information from the public in special circumstances.
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