The UK passed two pieces of legislation aimed at corporate transparency within eighteen months of each other. The Economic Crime (Transparency and Enforcement) Act received royal assent in March 2022. The Economic Crime and Corporate Transparency Act followed in October 2023. Together they represent the most significant overhaul of the UK beneficial ownership framework since the persons with significant control regime launched in 2016. Neither piece of legislation is simple, and neither has received the sustained attention it warrants from the professionals who deal with corporate structure on a daily basis.
This note is a factual account of what changed, without overstating the effect of reforms that are still being implemented.
The Register of Overseas Entities
The 2022 Act's centrepiece was the Register of Overseas Entities, hosted by Companies House. For the first time, overseas legal entities that own UK land were required to identify their beneficial owners and register that information publicly. The transparency gap being addressed was significant: overseas ownership of UK property had long been a vehicle for concealing beneficial ownership, because the PSC regime, which requires disclosure for UK-registered companies, did not extend to overseas entities that owned UK assets through their own names rather than through UK subsidiaries.
The register applies to any overseas entity that owns a qualifying estate in UK land, being a freehold or a long leasehold. Registration is required before the entity can buy, sell, or transfer UK land through His Majesty's Land Registry. Entities that were already registered owners at the time the Act commenced had a transition period to register their beneficial owners.
The beneficial ownership threshold mirrors the PSC regime: a beneficial owner is anyone who holds more than 25 per cent of shares or voting rights, has the right to appoint or remove the majority of board members, or otherwise exercises significant influence or control. Where the beneficial owner is itself a corporate entity, the same resolution obligation applies: you must trace through to a natural person.
What the 2022 Act left unresolved
The Register of Overseas Entities addresses overseas ownership of UK land specifically. It does not extend to overseas entities that own UK companies rather than UK land directly, which was already partially addressed by the PSC regime. It does not resolve the practical difficulty of verifying beneficial ownership claims made by entities incorporated in jurisdictions with thin public registers, where Companies House has limited ability to check what is filed.
It also did not, at the time of enactment, include strong verification requirements for the information filed. The 2023 Act addressed this more directly, but it remains a work in progress. Disclosure regimes that rely on self-reporting are only as accurate as the incentives and enforcement mechanisms around them.
The 2023 Act and Companies House reform
The Economic Crime and Corporate Transparency Act 2023 was wider in scope. Its most consequential provision for beneficial ownership purposes is the introduction of identity verification requirements for directors and persons with significant control. Before the 2023 Act, a person could become a director or PSC of a UK company without their identity being verified against any authoritative source. The reform requires that anyone who registers as a director or PSC, and anyone who files on behalf of a company, must have their identity verified through a process approved by the Registrar.
This is a structural change. The PSC regime has always required disclosure; it has not, until now, required that the person disclosing is who they say they are. Identity verification does not resolve the chain-resolution problem, because it applies to what is filed, not to whether the filed structure reflects the actual control. But it does close the gap that allowed nominees and fictitious persons to appear in the register without any verification of their existence.
The 2023 Act also gave Companies House new powers to query and reject suspicious filings, to share data with law enforcement and other public bodies, and to strike off companies that fail to maintain an accurate register. These are enforcement tools rather than disclosure mechanisms, but they address the criticism that the previous regime was easy to populate with inaccurate information and difficult to correct.
What has and has not changed
The regime is more rigorous than it was. The Register of Overseas Entities closes a transparency gap around property ownership. Identity verification, when fully implemented, will make it harder to register fictitious or nominee individuals in the PSC record. The powers available to Companies House to challenge suspicious filings are stronger than before.
What has not changed is the structural reality that the PSC register records the first layer, not the chain. A corporate PSC is still a corporate PSC; the requirement is to name it, not to trace through it automatically. The resolution of multi-layer structures, particularly those that cross into other jurisdictions, remains work that must be done by anyone who needs to know who ultimately controls an entity, rather than work the register does on their behalf.
The enforcement gap
Disclosure regimes are only as effective as their enforcement. The reforms strengthen Companies House's tools, but prosecutions for PSC filing failures have historically been rare. The deterrent effect of the new regime will depend on how actively the enhanced powers are used. For compliance professionals, the practical implication is the same before and after the Acts: the register is where you start, not where you finish, and the decision about whether a beneficial ownership answer is good enough requires understanding exactly what the register did and did not verify.
Briefed covers UK corporate transparency developments including Companies House reform as part of its intelligence coverage. For a technical account of what the PSC regime records and where its limits lie, the Atlas reference pages cover the PSC register and UBO resolution in detail.