The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026

The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 represent a further refinement of the UK's robust anti-economic crime framework. These Regulations amend the foundational Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 and the subsequent Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025. Concurrently, they introduce changes to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. The amendments primarily focus on streamlining the process for protecting sensitive personal information on the Register of Overseas Entities (ROE), clarifying conditions for accessing trust-related data, and adjusting disclosure requirements for Limited Liability Partnerships (LLPs), underscoring the UK's ongoing commitment to enhancing corporate transparency and combating illicit finance.

The United Kingdom continues to solidify its position as a global leader in combating economic crime and promoting corporate transparency. A key pillar of this strategy is the Register of Overseas Entities (ROE), established under the Economic Crime (Transparency and Enforcement) Act 2022. The legislative landscape governing the ROE is dynamic, with ongoing refinements aimed at enhancing its effectiveness and addressing practical implementation challenges. The recently enacted Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 (the “2026 Regulations”) mark another significant step in this evolutionary process.

These 2026 Regulations are not standalone provisions but rather targeted amendments to existing statutory instruments. Specifically, they modify the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 (S.I. 2022/870) and the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (S.I. 2025/231), both of which govern the operation of the ROE. Furthermore, they introduce changes to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1084), impacting the application of company law to LLPs. This article will delve into the background of these legislative instruments, analyse the key amendments introduced by the 2026 Regulations, and discuss their practical implications for legal professionals advising overseas entities and LLPs.

The genesis of the current transparency regime lies in the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022), which received Royal Assent on 15 March 2022. [4, 7, 9, 11] This landmark legislation established the Register of Overseas Entities, administered by Companies House, with the primary objective of increasing transparency in the ownership of UK land by overseas entities and deterring the use of UK property for money laundering and other illicit activities. [1, 3, 5, 6, 10, 12] The Act mandates that overseas entities owning or acquiring a “qualifying estate” in the UK must register and disclose information about their beneficial owners. [1, 5, 7, 10]

To operationalise the ROE, the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 (S.I. 2022/870) were published and came into force on 1 August 2022. [1, 13, 17, 19] These regulations detailed the electronic delivery of documents, established a crucial protection regime allowing individuals at serious risk of violence or intimidation to apply for their information to be withheld from public inspection, and clarified the definition of registrable beneficial owners, including those involved in trust services. [13, 14, 19, 24] Subsequently, the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (S.I. 2025/231) further refined the ROE framework, particularly concerning the protection of information and expanding the conditions under which trust information could be accessed, albeit with certain limitations and a requirement for a “legitimate interest” in specific cases. [16, 25, 26, 27, 29]

In parallel, the regulatory landscape for Limited Liability Partnerships (LLPs) in the UK is largely shaped by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1084). [2, 15, 21, 30, 31] These regulations apply various provisions of the Companies Act 2006 to LLPs, covering aspects such as company names, members' particulars, annual returns, charges, and dissolution. [2, 15, 30] The continuous evolution of corporate transparency requirements, particularly in the context of beneficial ownership, necessitates periodic adjustments to ensure consistency and effectiveness across different legal structures, including LLPs.

The 2026 Regulations introduce targeted amendments across the ROE and LLP regimes, reflecting an ongoing legislative effort to fine-tune the UK's transparency framework. Part 2 of the 2026 Regulations specifically amends the 2022 Regulations, which govern the protection of information for individuals on the ROE. A notable change is the removal of the requirement to provide supporting evidence in certain circumstances when applying for the suppression and non-disclosure of protected information. [8, 23] This amendment aims to streamline the application process for individuals seeking protection, while still requiring applicants to provide a service address to replace their residential address, unless the overseas entity has been removed from the register or the individual is no longer a beneficial owner or managing officer. [8, 23] It is important to note that an earlier draft of these regulations had a provision that appeared to narrow the class of persons eligible to make a protection application, but this was subsequently rectified to preserve the existing, broader eligibility. [22]

Part 3 of the 2026 Regulations focuses on refining the provisions of the 2025 Regulations concerning the disclosure of trust information. One key amendment clarifies that if the registrar is not satisfied that an applicant has a legitimate interest in obtaining relevant protected trust information relating to a person under the age of eighteen, this does not prevent the disclosure of other relevant protected trust information that does not pertain to the minor. [8] This strikes a balance between safeguarding vulnerable individuals and facilitating legitimate access to information. Furthermore, the 2026 Regulations remove the requirement to provide the name of the trust when making an application for trust information disclosure. [8, 22] This change, while potentially widening access, could also be seen as a move to prevent 'fishing expeditions' by requiring a more focused approach to information requests, as the 2025 Regulations had previously introduced a requirement to name the trust to prevent such broad inquiries. [22, 27]

Finally, Regulation 4 of the 2026 Regulations amends the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. This amendment removes the requirement to provide a service address for certain persons with significant control within LLPs. [8] This adjustment aligns the disclosure requirements for LLPs with the broader objectives of corporate transparency, ensuring consistency across different entity types subject to beneficial ownership reporting. The continuous introduction of such amendments underscores the dynamic nature of the UK's anti-money laundering and economic crime legislation, which is constantly being reviewed and updated to address emerging challenges and refine existing mechanisms.

These legislative refinements collectively demonstrate a commitment to enhancing the practical operation of the ROE and the broader transparency agenda. By streamlining protection applications and clarifying trust information access, the government aims to make the regime more efficient and effective. The amendments also highlight the interconnectedness of various corporate transparency initiatives, ensuring that LLPs, like other entities, contribute to the overall goal of identifying and combating illicit financial flows through UK property and corporate structures.

The Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 represent a crucial, albeit incremental, development in the UK's ongoing efforts to enhance corporate transparency and combat economic crime. These amendments, by refining the protection regime for sensitive personal information, clarifying the disclosure of trust data, and adjusting LLP reporting requirements, underscore the government's commitment to a robust and adaptable regulatory framework.

For legal practitioners, these Regulations necessitate a continued vigilance regarding evolving compliance obligations. Advising overseas entities and LLPs on beneficial ownership disclosure, particularly concerning complex trust structures and the application for protection from public disclosure, requires a thorough understanding of these nuanced changes. Firms must ensure their internal processes and client advice reflect the latest requirements, including the updated criteria for protection applications and the revised procedures for accessing trust information. Staying abreast of these legislative developments is not merely a matter of compliance but a strategic imperative to effectively guide clients through the UK's increasingly transparent corporate landscape.