UK Overseas Register(ROE): Protect Your Data

In the UK, foreign companies that want to purchase, sell, or transfer real estate or land must register with Companies House under the Register of Overseas Entities (ROE).

Changes to UK company legislation as of February 2025 enable qualified organizations to request the protection of specific information about their trust members. Without a protection application, starting on August 31, 2025, such information will be made available to third parties upon request.

This article will discuss the ROE’s goal and provide instructions on how to apply for the protection of sensitive data and the registration procedure for foreign businesses.

The ROE’s objective

The Economic Crime (Transparency and Enforcement) Act 2022 made the ROE operational in the United Kingdom on August 1, 2022. The UK government created this public registry to fight financial crime.

The ROE, overseen by Companies House, requires foreign companies that purchase, sell, or transfer real estate or land in the UK to adhere to stringent disclosure rules. An overseas entity is a firm or other organization with a legal personality and is subject to non-UK law.

Foreign firms must provide information regarding the beneficial owners, managing officials, and ownership structure when they register with Companies House. This aims to hold the market accountable and guarantee that real estate deals are carried out by respectable parties who adhere to the UK’s strict corporate governance regulations. Note that penalties may be imposed for noncompliance.

Providing details on the ROE

A UK-regulated agent must first confirm all information regarding your managing officers and beneficial owners. The agent must follow the Money Laundering, Terrorist Financing and Transfer of Funds Regulations (Information on the Payer) Regulations 2017 (MLR 2017) while conducting business in the United Kingdom.

They also need an agent assurance code and approval from the Companies House. Timeliness will be crucial because verification must be finished no more than three months before submission.

At this point, maintaining data integrity, ensuring compliance with intricate regulations, and strategically protecting sensitive data all depend on effective governance services.

You or your UK-regulated agent can register and add information about your organization and its ownership after the verification procedures are finished. The necessary data can be divided into multiple categories:

An overseas organization

Foreign companies that own property in the UK are required to register. According to the Act, a legal entity subject to the laws of a nation or territory other than the United Kingdom is considered an “overseas entity.”

Your entity’s name, the nation in which it was incorporated, its registered office and correspondence addresses, the legal form it takes, the laws that govern it, and any current registration numbers in its home jurisdiction are all included in the registration. An email account is also required for official correspondence.

Owners who benefit

According to the Act, foreign entities must issue an “information notice” to anyone they know or have good reason to suspect is a registered beneficial owner of the entity or anyone they think would help them identify a beneficial owner.

If a person or organization satisfies specific control requirements, such as possessing more than 25% of the shares or voting rights, having the authority to choose or dismiss the majority of directors, or having significant influence in other ways, they are deemed beneficial owners. Members of companies without independent legal personality and trustees overseeing trusts are subject to the same standards.

You must include detailed information for each registrable beneficial owner of your organization. If the beneficial owner is an individual, this comprises their complete name, birthdate, nationality, home and correspondence addresses, the date on which they acquired beneficial ownership, and the extent of their authority over the company. Similar identifying information is needed if the beneficial owner is a public authority or another legal body.

Apart from the aforementioned, the ROE will inquire whether any beneficial owners are included on the UK sanctions list and whether any are attempting to shield their data from public exposure. Additional disclosures are necessary if a trust is involved in the foreign firm’s ownership.

Managing officers

You must report information about your management officials without registered beneficial owners. A management officer is your entity’s director, manager, or company secretary.

The organization must reveal information about these officers, including their full name (and any previous names), birthdate, nationality, home and correspondence addresses, and position within the organization. This guarantees that the ROE will have designated individuals in charge of managing the business, even if no one fits the description of a “beneficial owner.”

UK-regulated representative

Include your UK-regulated agent’s name, address, supervisory body, and the date the verification was finished, among other details. Your agent will provide an agent assurance code, which needs to be input into the application. An application from a foreign entity cannot be accepted if the agent and assurance code are invalid and regulated by the UK.

Following a successful registration process, most of the information will be made publicly available after being entered into the ROE. Nonetheless, measures are being taken to protect the privacy of managing officers, beneficial owners, and trust members.

Modifications to safeguard trust members, management officers, and beneficial owners

Applications for protection may be submitted starting on February 28, 2025, if the public release of information on the ROE poses a threat of intimidation. GERAI LTD can help you prepare and submit your application as your agent.

Beneficiary owners, managing officials, grantors, settlors, beneficiaries, and any other interested parties are all covered by this protection. To put things in perspective, these are some instances when protection might be required:

• A member who needs protection from credit reference agencies at their residential address
• A beneficial owner who is not allowed to be identified
• Any person working for a foreign organization who must maintain confidentiality

Candidates must show that there is a real risk of injury or intimidation due to such disclosure. You may also apply if you are authorized to act on behalf of a trust member deemed incapable of making decisions or 17 years of age or younger. In these situations, you have to present evidence.

Applications must be filed by August 31, 2025, after which those with a valid interest may request more information. We’ll have more details on this in the upcoming months. Even after August 31, 2025, some protections will still be in place, especially for minors or people who lack capacity.

Governance services’ function in ROE compliance

Effective governance services are crucial for foreign firms negotiating the ROE’s complexity. Strong governance structures are essential for protecting interests, from controlling the confidentiality of sensitive information to guaranteeing adherence to strict disclosure rules.

GERAI LTD and other governance services facilitate the registration process by providing the following:

• Verification and compliance management: Ensuring that all required checks are carried out promptly and accurately while adhering to UK regulatory standards.
• Protecting confidentiality and privacy: Offering advice on protection applications for management officers, beneficial owners, and trust members, ensuring their data is shielded from public disclosure when required.
• Continuous compliance support: Assisting organizations in adhering to changing UK regulations and upholding corporate governance best practices.

By integrating governance services into your ROE registration procedure, you can reduce the risks of incorrect disclosures or missing deadlines and guarantee a more seamless experience.

Next actions

GERAI LTD specializes in offering complete governance services to foreign companies registered with the ROE. Our professionals are knowledgeable about UK regulatory standards and can help you with every stage of the procedure, from initial verification checks to handling continuing compliance issues.

GERAI LTD can offer strategic support if you require direction in these areas. For more information, please get in touch with us.