UK: Further Developments With The Draft Registration Of Overseas Entities Bill

Last Updated: 6 August 2019
Article by Emma Broad and Jonathan Cantor

The government has just released its response to the House of Commons and House of Lords Joint Committee's (Joint Committee) report on the draft Registration of Overseas Entities Bill (Bill). To recap, the Bill sets out a legal framework to establish a public register of the beneficial ownership of overseas entities that have interests in land in the UK (Register) (see previous update). The key point to take away is that the government remains committed to the Register becoming operational in 2021.

Some of the other key points coming out of the government's response include:

  • We already knew that the Register would apply to "overseas entities" but the worry has been how this term could and should be interpreted. The Joint Committee had suggested some form of pre-clearance mechanism to allow parties to confirm in advance whether a particular entity fell within that definition and would therefore be subject to the registration requirements of the Bill. The government has rejected that suggestion. It does not believe that it is appropriate for any UK agency such as one of the land registries or Companies House to make decisions on the legal personality of an overseas entity. Instead, the government envisages that the entity itself should know its own legal status (and therefore whether it needs to comply with the registration requirements of the Bill) as would its conveyancers who are already required to carry out a number of checks on their clients.
  • The Joint Committee had also suggested that any exemptions from the requirement to register should be set out on the face of the Bill and not left to secondary legislation which would be initiated at the discretion of the Secretary of State. The government has not taken up this suggestion because it believes that setting out the exemptions in the Bill could limit its ability to respond to changing circumstances.
  • One area of some uncertainty has been the application of the proposed Bill to trusts. The Joint Committee raised various concerns about this in its report, in particular how the Bill will fit with the UK's implementation of the Fifth EU Anti-Money Laundering Directive. The government has clarified that although trusts will not themselves fall within the registration requirements of the Bill (because they do not have legal personality and so do not meet the definition of overseas entity):
    • a trust that generates UK tax consequences (which most land owning trusts do) would be required to register with the existing Trust Registration Service (TRS) which is entirely separate from the Register. The TRS was established by Her Majesty's Revenue and Customs as part of the transposition of the Fourth EU Anti-Money Laundering Directive into UK law and requires certain trusts to provide full beneficial ownership information on their trustees, settlors, beneficiaries and other beneficial owners. At the moment, access to the TRS is restricted to law enforcement bodies though there are plans to broaden this to include individuals who can demonstrate a legitimate interest. Going forward, as part of the transposition of the Fifth EU Anti-Money Laundering Directive into UK law, the government intends to expand the TRS to include discretionary trusts and non-EEA trusts which acquire real estate in the European Union. As such, the actual trust itself will likely need to comply with the TRS;
    • any overseas entities that trusts use to own land will be subject to the registration requirements of the Bill in the same way that any other overseas entity would be required to comply. By way of background, a trust, having no legal personality, cannot directly hold land. Instead, the assets of the trust are vested in trustees or some other legal entity and it will be those trustees and/or legal entities that will have to comply with the Register where they are established overseas (domestic entities will generally have to comply with the Persons with Significant Control Regime). This would require such entities to disclose details of their beneficial owners, including any party that has the right to exercise, or actually exercises, significant influence or control over the activities of that entity.
  • The Joint Committee reported that there were concerns that the 25 per cent ownership and voting threshold for the definition of beneficial ownership in the Bill was set too high and might fail to capture the true beneficial owners of overseas entities. The government did not agree, noting that the threshold is in line with global norms in beneficial ownership. As such, this threshold is unlikely to change.
  • As currently drafted, the Bill proposes that there should be an obligation on the relevant overseas entity to update the information kept on the Register annually. The Joint Committee suggested that in addition there should be a specific requirement on the overseas entity to update the Register before any disposition is made. The government has not completely rejected this suggestion stating that it will consider further how best to achieve the aim of ensuring the Register is as accurate as possible at the point at which dispositions take place.
  • In addition to the two key methods of enforcement envisaged by the Bill (criminal sanctions and restrictions on the ability to dispose of property) the Joint Committee recommended civil sanctions, something the government has also said it will consider further.

Despite the numerous and exceptional calls on its time, it is clear the government is determined to push forward the Bill. Overseas entities with interests in UK land, or an intention to acquire UK land, need to ensure that they will be ready for the Register going live in 2021 if they want to avoid the civil, criminal and practical penalties that would flow from non-compliance.

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions