Registers of beneficial ownership

What is beneficial ownership?

Beneficial ownership refers to the person who ultimately owns or controls an asset (for example, a property or a company).

The concept of beneficial ownership exists because the direct legal owner of an asset is not necessarily the person who actually controls and benefits from it. For example, the registered legal owner of a residential property may be a company registered overseas, which is controlled by an individual.

There are both lawful and unlawful reasons for wanting to separate the legal and beneficial owners of something. Nonetheless, registers of beneficial ownership provide transparency and play an important role in the fight against corruption, tax evasion and money laundering.

The UK’s registers

The UK has or intends to have registers of beneficial ownership for three different types of assets:

• companies. Information on the beneficial ownership of companies (the People with Significant Control [PSC] register) has been publicly available since 2016, although concerns have been raised about its accuracy.

  In February 2022 the Government published a White Paper setting out 58 proposed of the UK company and PSC regimes, many of which seek to increase the accuracy of information provided. The reforms are expected to be included in an Economic Crime Bill in the 2022-23 parliamentary session.

• properties and land. The Government has since 2016 said it planned to launch a public beneficial ownership register for UK property. Despite mentioning it in the December 2019 Queen’s Speech the Government would not initially confirm when it planned to legislate.

  On 1 March, in response to the Russian invasion of Ukraine, the Government introduced legislation establishing a Register of Overseas Entities owning UK property, with a 6-month transitional period for registration. The legislation was fast-tracked and Royal Assent was obtained in the early morning of 15 March 2022. See our briefing on the Economic Crime (Transparency and Enforcement) Act 2022 for more information.

  In Scotland a similar register has been operational since 1 April 2022. Landowners and tenants have a 12-month grace period to register before incurring penalties.

• trusts. The register for trusts was introduced in 2017 and is not public, but is being significantly expanded in 2022.

Registers around the world

Around the world, many countries have created or have plans to create registers. In the EU, Member States had to introduce public company beneficial ownership registers by January 2020. As at May 2021, campaign group Transparency International said nine countries (including Italy and Spain) had still not properly done so.

All British Overseas Territories and Crown Dependencies have or will introduce public company beneficial ownership registers. An amendment introduced by MPs to the Sanctions and Anti-Money Laundering Act 2018 intended to require the UK Government to legislate to ensure British Overseas Territories introduce such registers by the end of 2020, although the Government interpreted this provision differently and British Overseas Territories have now committed to introduce such registers by the end of 2023. Crown Dependencies have also committed to do so after the EU reviews the implementation of its own public registers, in 2022 or 2023.

Our briefing Economic crime in the UK: a multi-billion pound problem discusses attempts to tackle economic crime, including the role of beneficial ownership registers.