Draft Registration of Overseas Entities Bill Contents

Appendix 7: Glossary

‘1970 Act’

Land Registration Act (Northern Ireland) 1970


Anti-money laundering—a term mainly used to describe the legal controls which require financial institutions and other regulated entities to prevent, detect, and report money laundering activities.


EU Anti-Money Laundering Directive, commonly used to refer to the 4th and 5th Directives (4AMLD and 5AMLD).


Annual Tax on Enveloped Dwellings, also known as the Envelope Tax


Department for Business, Energy & Industrial Strategy

Beneficial owner

A beneficial owner of a company ultimately owns or controls the entity In the draft Bill. A beneficial owner can be an individual, legal entity, or government or public authority which meets one or more of the conditions set out in Part 2 of Schedule 2. In summary, ‘X’ is a beneficial owner if:

i. X holds, directly or indirectly, more than 25% of the shares in Y

ii. X holds, directly or indirectly, more than 25% of the voting rights in Y

iii. X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors or Y

vi. X has the right to exercise, or actually exercises, “significant influence or control” over Y

v. the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet any of the conditions specified above (in their capacity as such) in relation to Y, and X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity


An interest in land securing payment of a sum of money due from the land’s owner to the person entitled to the benefit of the charge. A mortgage is a type of charge.

Chief Land Registrar

The head of HM Land Registry, who is appointed by the Secretary of State to be both Chief Land Registrar and Chief Executive of HM Land Registry.


The transfer of ownership or interest in real property from one person to another. (Conveyancing is the legal process involved in buying, selling or mortgaging a property to transfer its legal title from one person to another).

Disposition/registrable disposition

A transaction in land—the creation or transfer of an estate or interest in land. A registrable disposition is a transaction which must be registered to be fully effective.

In England and Wales, a registrable disposition is one that is required to be completed by registration under the Land Registration Act 2002. Registrable dispositions include transfers, the grant of a lease for a term of more than seven years and the grant of a legal charge. In Scotland, landlords granting leases for more than 20 years must register their land as well as the lease. In Northern Ireland, registration is not compulsory for leases for terms not exceeding 21 years.

Estate in land

Legal interests in land.

In England and Wales, a landowner can own either the freehold estate (which has a potentially indefinite duration) or the leasehold estate (where possession of the property lasts for a fixed lease term) in land. In Scotland (which does not use the expression “estate”), most property is held in outright ownership—often still referred to as heritable title—which is the equivalent to freehold title in England & Wales. Leasehold titles are very rare.


Financial Conduct Authority

HM Land Registry for England and Wales (HMLR)

Executive agency (sponsored by BEIS) with the following responsibilities:

• to provide a reliable record of information about ownership of and interests affecting land and property in England and Wales

• to provide owners with a land title, guaranteed by the Government

• to provide a title plan that indicates general boundaries


In Northern Ireland, a notice in the land’s folio entry at the Land Registry for Northern Ireland which inhibits or prevents dealings with the land until certain conditions, which are specified in the entry, have been met.

Keeper of the Registers of Scotland (“Keeper”)

The title given to the person responsible for leading the Registers of Scotland and managing and controlling the Land Register of Scotland. The equivalent of the Chief Land Registrar.

Legal entity

In the draft Bill, a body corporate, partnership or other entity that is a legal person under the law by which it is governed.

Managing officer

In the draft Bill, in relation to an overseas entity, includes a director, manager or secretary.


National Crime Agency—leads and coordinates UK law enforcement’s response to serious and organised crime.


Office for Professional Body Anti-Money Laundering Supervisor: an FCA regulator which supervises professional body anti-money laundering regulators (the supervisor of supervisors).

Overseas entity

In the draft Bill, a legal entity which is governed by the law of a country or territory outside the UK.


In England and Wales, the legal owner of an interest in land.


People with Significant Control—all UK-registered companies are required to keep a register of “people with significant control” over the company and to disclose this information to Companies House.

Qualifying estate in land

An estate in land which for the purposes of the draft Bill is within the scope of the requirements.

Registers of Scotland (RoS)

The Scottish Government department responsible for keeping public registers of land, property, and other legal documents in Scotland.

Registrar of Companies (“Companies House”)

The Registrar of Companies for England and Wales—an executive agency sponsored by BEIS. (Referred to as “the registrar” in the draft Bill).

Registrar of Titles

Responsible for the Land Registry of Northern Ireland. The equivalent of the Chief Land Registrar and the Keeper of the Registers of Scotland.


In England and Wales, an entry in a register that regulates the circumstances in which a disposition of a registered estate or charge can be the subject of an entry in a register.

See ‘inhibition’ for Northern Ireland. There is no equivalent in land registration law for Scotland.


Suspicious activity reports are filed to alert the National Crime Agency to cases of suspicious or potentially suspicious activity.


Serious Fraud Office—agency which investigates and prosecutes top-level serious and complex fraud, bribery and corruption, and associated money laundering.


A freehold or leasehold owner’s right to a property.


An arrangement under which assets are held by trustees (which may include individuals or bodies) on behalf of beneficiaries (i.e. the ultimate owners).


Trust Registration Service

Unincorporated association

An organisation set up through an agreement between a group of people who come together for a reason other than to make a profit


Unexplained wealth order

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