Register of Overseas Entities Background

The Register of Overseas Entities, effective from 1 August 2022 under the Economic Crime (Transparency and Enforcement) Act 2022, requires overseas companies and other non-human entities owning property in the UK to register with Companies House and disclose their beneficial owners or managing officers.

Most of the information given to Companies House about overseas entities, beneficial owners and managing officers, will be publicly available on the Register of Overseas Entities. This is intended to increase transparency, allowing law enforcement agencies to investigate suspicious wealth more effectively. 

Changes to Trust Data Access on the Register of Overseas Entities

Over the coming year, there will be changes to the public visibility of data held on the Register of Overseas Entities:

Protection of Trust Data (from 28 February 2025)

Most data relating to Trusts must be provided to the authorities but historically, it has not been publicly visible. However, this will become available on request (see below).

From 28 February 2025, you can apply to protect your Trust data from public availability if you meet the necessary criteria. You can apply to protect your details (or anyone that lives with you) if you are at risk of harm or intimidation if your information is available to the public. You cannot request protection just because you wish to keep information confidential and there must be a genuine risk of violence or intimidation.

Eligible Trust members who may apply for protection include beneficiaries, settlors, grantors, and interested parties.

You can also apply if you have the authority to act on behalf of a Trust member who is a minor (aged 17 and under) or lacks capacity as defined in Section 2 of the Mental Capacity Act 2005 You will need to provide evidence in this case.

Read more about the criteria and how to apply for protection on GOV.​UK and you can also request a paper form to apply for protection.

You’ll need to pay £100 per application. This will be refunded if your application is rejected.

Public Access to Trust Data (from 31 August 2025)

Trust data on the Register of Overseas Entities will be available on request from anyone that applies to the Registrar, this provision comes into force 31 August 2025.

• Following an application, Companies House may share information that is held on the register with third parties.

• Requests must include applicant details and purpose – this must contain applicant’s name, contact details, job title/details, name of the overseas entity and OE number and/or name of the trust.
• A legitimate interest test applies for minors or multiple Trusts—only granted for investigations into money laundering, terrorist financing, tax evasion, or sanctions avoidance.
• Companies House may impose restrictions on disclosed information – such as restricting the use of the information or further disclosures.
• A request may be refused on a number of grounds, including where the disclosure may prejudice an ongoing criminal investigation, it may adversely affect national security or where the Trust is a pension scheme.

Keeping Register Information Updated

• Entities must ensure their Trust data is accurate and update it in their annual statement if necessary.

Home Address

You can also apply to Companies House to remove your home address (usual residential address) if it is shown on the register. In order to remove your home address, you need to offer a replacement principal office or service address.

Additional information

If you have any questions and/or would like advice on the UK public register of beneficial ownership of overseas entities, please contact us at: hello@dixcartuk.com.

More information can also be found within our Guide on the Register of Overseas Entities.

Landlord and Tenant Act 1954: Consultation

Overview

The Law Commission has published its consultation paper examining Part 2 of the Landlord and Tenant Act 1954. It focuses on the renewal of business tenancies, known as Security of Tenure, and evaluates whether it still works as intended and meets the needs of both business tenants and landlords.

Security of Tenure

Under the current law, commercial tenants have the right to renew tenancies when they expire. However, tenants can choose to “contract out” of the right for a lease renewal when they are granted their tenancy.

The landlord has the right to oppose a renewal of the tenancy based on a few limited grounds. These grounds are:

• Premises are in disrepair;
• Arrears of rent;
• Other breaches of covenant;
• Suitable alternative accommodation;
• Tenancy was created by a sub-letting;
• Landlords’ intention to redevelop; and
• Landlord’s intention to occupy.

The landlord and tenant can alternatively agree to “contract out” of the Security of Tenure provisions. If this process is followed, when the lease comes to its natural expiry, the tenant will have no automatic right to renew the tenancy. If the tenant wishes to remain at the property, they will have to negotiate a new lease with the landlord. 

Consultation

The consultation is looking to consider the pros and cons of the current “contracting-out” model and whether three alternative models could be more beneficial to business tenants and landlords.

No Security of Tenure – The tenant will have no security of tenure and the abolition of security of tenure provisions.

• Pros: 

1. This would provide landlords with certainty that the tenancy will expire at the end of the term:
2. This will give freedom to the landlord to decide what they wish to do with the property after this;
3. This may reduce the costs and time spent at the end of the term as tenants and landlords, as there is no statutory process to deal with.

• Cons:

1. This will offer a lot less protection for tenants than the current position and the alternatives; and
2. This will grant the landlord significant strength when it comes to negotiating new terms at the end of the lease.

Opting in – “Contracting in” as opposed to the current position. The default position would be that the tenants do not have Security of Tenure. The landlord and tenant would have to opt in to the provisions so that the tenant does have Security of Tenure.

• Pros:

1. Landlords and tenants would have the flexibility to enter into leases with or without security provisions;
2. Would remove the requirement to deal with the contracting-out provisions that are currently in force.

• Cons:

1. This will offer less protection for the tenants as they will have to negotiate a lease that opts in to the security provisions.

Mandatory Security for Tenants – Making Security of Tenure compulsory. The landlord and tenant would not be able to agree to contract-out of the provisions.

• Pros:

1. This position will provide tenants with the greatest level of protection and certainty when it comes to entering into a lease. The tenant will have the ultimate decision to remain at the end of the term.
2. Less negotiation involved on leases because there would be no negotiation over whether there are Security of Tenure provisions.

• Cons:

1. This could weaken the landlord’s negotiating position when it comes to the end of the term.
2. Landlord’s may look to offer very short term tenancies due to the mandatory Security of Tenure provisions.

Conclusion

While still in the consultation stage, it will be interesting to see how the reform progresses and what impact those reforms may have. It is hard to ignore that the options being considered will have impact on the strength of each parties position when it comes to negotiations between landlords and tenants. 

The Caw Commission’s consultation was closed on 19 February 2025. The Government will now consider the consultation and publish a second consultation paper. For more details, you can visit the Law Commission’s page on the consultation here.

If you have any questions and/or would like advice on the above topic, please contact us at: hello@dixcartuk.com, or your usual Dixcart contact.