The Register of Overseas Entities (Annotation) Regulations 2025
The Register of Overseas Entities (Annotation) Regulations 2025 empower the registrar to add notes to the register concerning dissolved overseas entities or those that have failed to comply with information requirements.
These annotations enhance transparency and aid enforcement of the Economic Crime (Transparency and Enforcement) Act 2022 and the Companies Act 2006.
The regulations extend to England, Wales, Scotland, and Northern Ireland and came into effect on June 30, 2025.
Arguments For
Improved Transparency: The annotations enhance transparency by publicly noting when overseas entities are dissolved or have failed to comply with information requests, preventing potential abuse and promoting accountability.
Strengthened Enforcement: The ability to annotate the register provides a mechanism for enforcing compliance with information requests under Section 1092A of the Companies Act 2006, thereby deterring non-compliance.
Enhanced Due Diligence: The additional information allows for more thorough due diligence by those interacting with overseas entities registered in the UK, protecting businesses and the public from potential risks.
Legal Basis: The regulations are made under the power conferred by section 20(2) of the Economic Crime (Transparency and Enforcement) Act 2022, providing a clear legal foundation for the actions taken.
Arguments Against
Potential for Misinterpretation: Annotations on the register, such as noting non-compliance, could be misinterpreted or inappropriately used against entities without fully understanding the context of the non-compliance.
Administrative Burden: The additional tasks for the registrar, including reviewing and adding annotations, may create an administrative burden, requiring extra resources and processes that could be costly.
Impact on Businesses: The regulations might lead to increased uncertainty and complexity for those interacting with overseas entities. This is due to the need to scrutinize annotations and interpret their implications before any engagement with the entities.
Alternative Enforcement Methods: Alternative methods to enforce compliance, potentially less intrusive than public annotations, could have been explored and compared to justify the presented solution.
Part 1 Introductory
- Citation, commencement and extent (1) These Regulations may be cited as the Register of Overseas Entities (Annotation) Regulations 2025. (2) These Regulations come into force on 30th June 2025. (3) These Regulations extend to England and Wales, Scotland and Northern Ireland.
This part introduces the regulations, providing the official title, effective date (June 30th, 2025), and geographical scope (England, Wales, Scotland, and Northern Ireland).
Part 2 Annotations of the register
- Annotations relating to overseas entities that have been dissolved, wound up or otherwise ceased to exist The registrar may place a note in the register where the registrar has reason to believe that an overseas entity has been dissolved, wound up or has otherwise ceased to exist.
This section allows the registrar to add a note to the register if they believe an overseas entity has been dissolved or ceased to exist.
This adds transparency to the register's information.
- Annotation to record non-compliance with section 1092A notice (1) Paragraph (2) applies where— (a) the registrar has given a person a notice under section 1092A of the Companies Act 2006 (power to require information); and (b) the person has not fully complied with the requirement in the notice before the expiry of the period for compliance. (2) The registrar may place a note in the register stating those facts. (3) The reference in paragraph (1)(b) to the period for compliance with the notice includes such period as extended by the registrar.
This section permits the registrar to add a note to the register if a person fails to fully comply with an information request (under section 1092A of the Companies Act 2006).
The note reflects the non-compliance.
Extensions to compliance deadlines are recognized.
- Annotation to record unsupervised relevant persons (1) Paragraph (2) applies where a person purporting to be a relevant person has— (a) purported to verify relevant information on behalf of an overseas entity as contemplated by Part 2 of the 2022 Regulations; (b) complied with regulation 6(3) or 6(4) of the 2022 Regulations, as applicable; (c) been requested by the registrar to provide further information to corroborate that the person is supervised by a supervisory authority, and (d) not responded within the time specified by the registrar in the request. (2) The registrar may place a note in the register recording those facts. (3) In this regulation— “the 2022 Regulations” means the Register of Overseas Entities (Verification and Provision of Information) Regulations 2022; “relevant information” has the meaning given in regulation 5 of the 2022 Regulations; “relevant person” has the meaning given in regulation 3 of the 2022 Regulations; “supervisory authority” has the meaning given in regulation 6(6)(a) of the 2022 Regulations.
This section addresses situations where an individual identifying as a relevant person fails to provide proof of supervision by a supervisory authority, as the registrar may record this non-compliance in the register.
Definitions for key terms are included, referencing the 2022 Regulations.
Explanatory Note (This note is not part of the Regulations) These Regulations provide the registrar with new powers to annotate the register maintained under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022 (c. 10). Regulation 2 empowers the registrar to annotate the register where the registrar has reason to believe that an overseas entity has either dissolved, been wound up or has otherwise ceased to exist. Regulation 3 makes provision for the registrar to annotate the register where a person has not fully complied with a notice requiring further information given under section 1092A(1) of the Companies Act 2006 (c. 46). Regulation 4 makes provision for the registrar to annotate the register where a person has failed to provide sufficient evidence to the registrar that they are supervised by a supervisory authority. A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.
The explanatory note summarizes the regulations' purpose, highlighting the newly granted powers to annotate the register for dissolved entities, non-compliance with information requests and lack of supervisory authority evidence.
There was no full Impact Assessment needed.