foreign ownership law

Does the new foreign ownership law go far enough? 

In the UK, companies must publicly name who owns them. Not all countries impose the same requirements, however, and information about a firm’s shareholders may not be publicly available in overseas jurisdictions.

Scotland's Secret Owners property scottish tax havens

Some of Scotland’s biggest estates, the Cairngorms national park and historic assets such as Roxburghe Hotel in Edinburgh are owned overseas. Their owners are not publicly known. 

After Russia’s invasion of Ukraine, a new UK register of overseas entities was launched, forcing some property-owning companies to name their owners.

Yet several legal shortcomings allow disclosure-bound companies to keep the names of their owners secret. 

How many properties in Scotland have an overseas owner?

Registers of Scotland sells a list of overseas companies that own Scottish land and properties. There were 3,016 properties owned overseas on this list at the end of 2021. These properties were owned by 1,578 different companies. 

Around half of those (47 per cent) were owned by companies incorporated in the Channel Islands of Jersey and Guernsey, and the Isle of Man. A fifth (twenty per cent) were registered in British overseas territories – such as the British Virgin Islands, the Bahamas, and Cayman Islands. All of these are considered tax havens by the Tax Justice Network.

Are all overseas companies that own real estate in Scotland required to declare their beneficial owner?

No. Companies that own Scottish property need only to disclose their owners if they bought the property after 8 December 2014. Less than half of all overseas property-owning companies (736) were required to register their owners.

The owners of the rest are allowed to remain secret, although 262 disclosed their owners voluntarily. 

In England and Wales, the cut off date for registration is 1 January 1999. If the same date applied to Scotland, only four per cent of companies (71) would be exempt from disclosure.

The less-restrictive Scottish registration date was chosen by the UK Government. The information on the origins of overseas companies owning land in Scotland is incomplete prior to 2014 when new land registration requirements were introduced.  

The loophole is expected to be partially closed by the register of controlled interest in land (RCI), a Scottish list of landowners where property-owning overseas companies must record their holdings by 1 April 2024. The RCI does not have a cut off date.

However, experts said other flaws, such as a lack of verification of the information submitted to the RCI can still allow owners to bypass disclosure.

How many disclosure-bound companies have revealed their owners in the register?

Only 450 companies (38 per cent). Adding the 262 companies that were not required to name their owners but did so voluntarily, we found 712 property-holding overseas companies in the register.

Noncompliance can include a fine of £2,500 per day and a prison sentence. But a recent UK-wide investigation revealed that none of the companies failing to register their beneficial owners have yet been sanctioned.

Did all registered companies name an owner?

91 companies claimed they couldn’t identify a registrable beneficial owner. 

Companies are only required to register a person or organisation as the beneficial owner if they own 25 per cent or more of the company. For example, if a company has five owners, each with a share of twenty per cent, none would be required to reveal their identity. 

How about companies that did register an owner – did they name those they were supposed to?

Not all of them. A registrable beneficial owner is an individual, a government, a public body or a company already subject to a transparency regime, such as a UK firm or a corporation trading shares on a European or US stock exchange.

But 36 per cent of the registered companies who claimed to have a beneficial owner did not name an eligible person. They instead named another overseas company, whose ownership is not publicly known.

A small number of companies (33) named a trustee as the beneficial owner. The names of trust beneficiaries still need to be provided to the corporate registry but their details are kept private. 

So what’s the bottom line? 

Just 422 – 27 per cent – of the 1,578 overseas companies that own Scottish property have revealed their true ownership. 

1,578 overseas companies 47% 39% 45% 29% Did it as an overseas entity? register Did it name a ? beneficial owner Did it as an overseas entity, even if it ? register wasn’t required Did it name an or as the beneficial owner? individual, government eligible company Did it name the rather than a trustee? true beneficial owner Did the company buy property after Dec 2014 and was its beneficial owner? required to disclose 1,156companies 422 companies All owners 100% Secret owners 73% Known owners 27%

Main image: iStock

Scotland’s secret owners is a Ferret investigation exclusively produced in partnership with The Herald. The Ferret is a media-coop, which works with its members to produce investigations in the public interest. Sign up to our newsletter to find out more or become a member at theferret.scot/subscribe

2 comments
  1. That flowchart is GREAT. You should put it in the article background (so that it’s obvious when browsing the article archive) and start with it, not hide it at the end!

    It’s also… disappointing.

  2. Yes, excellent graphic. The whole issue languished for so many years till the Russian aggression galvanised action. These loopholes must be closed, including that 25% ownership thing – too easy to distribute ownership amongst 5 close family. And aren’t Trusts still a similar issue, or are they covered?

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