Accessing the UK Register of Trusts using “Legitimate Interest”

How can asset recovery teams access the UK’s Register of Trusts (“ROT”) via the conduit of legitimate interest? What is a ‘legitimate interest’ and is access to the ROT an administrative process or a judicial one?

Asset Recovery Practitioner’s Overview

This article is not intended to be an all-encompassing guide to the UK’s Trust Registration Service (“TRS”). Lawyers and investigators will often take differing views on legislation and guidelines and interpret them differently.

Instead, this article is merely intended to provide and an initial perspective and I would encourage everyone who may be considering an approach to access the TRS to appraise themselves fully of the access requirements before doing so; what follows is simply some indication as to limited nature of its accessibility.

Introduction 

The TRS can appear, at first sight, to be a potentially powerful source of intelligence. Trusts are frequently encountered in complex asset-holding structures, particularly where high-value assets are routed through offshore companies, nominees, family offices, protectors, or professional trustees.

The practical question is whether an asset recovery team can obtain information from the TRS by showing a “legitimate interest”. This is the first hurdle for any asset recovery specialists. They need to understand what the expression means in a TRS context, and whether the process is judicial, administrative, or something in between.

The answer is deliberately narrow. The TRS is not a public register in the way the publicly accessible UK Companies House register is. Whilst the Companies House register records the person(s) with significant control and can be extremely useful to investigations, the TRS is not a general disclosure tool for civil litigants. 

Access is only available within limited statutory circumstances. Those circumstances are important because, where they are genuinely met, TRS data may provide valuable beneficial ownership intelligence that is otherwise unavailable to investigators, insolvency practitioners, judgment creditors and asset recovery lawyers.

The transparency background

Since 2016, UK companies and LLPs have been required to keep and file information about Persons with Significant Control (“PSCs”). That regime created a more open corporate transparency framework for UK-incorporated entities (unfortunately, that transparency ambition has been thwarted to some extent by the lack of oversight leading to some unreliable records slipping the regulatory net).

Trusts are different. The TRS was developed in the anti-money laundering context, originally to improve tax and AML transparency by requiring trustees of relevant trusts to provide information to HMRC about the trust and its beneficial owners. The relevant HMRC manual section identifies regulation 45ZB of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as the legal basis for third-party access to TRS information in limited circumstances. (GOV.UK)

HMRC’s current public guidance is explicit: a trust data request may only be made where either the requester can show that they are investigating a case of money laundering or terrorist financing and can explain why the trust may be linked; or where the request is to establish whether a trust holds a controlling interest in an offshore company. HMRC states: “You cannot make a request for any other reason.” (GOV.UK)

That is the central point for asset recovery teams. The TRS may contain information of real forensic value, but access is not triggered merely because the information would assist a UBO/asset-tracing exercise.

The “legitimate interest” route

A legitimate interest trust data request is not a broad equitable or commercial concept. It is a statutory and administrative gateway.

HMRC says that, for a legitimate interest request, the requester must show that they are investigating a specific case of money laundering or terrorist financing and that the information requested is sought to help that investigation. (GOV.UK)

Regulation 45ZB is slightly wider in its statutory wording. It requires HMRC, when deciding whether a requester has a legitimate interest, to consider whether the person is involved in an investigation into money laundering, terrorist financing or proliferation financing; whether the request is made to further an investigation into a specified suspected instance of such conduct; whether disclosure would prejudice criminal or other relevant investigations; and whether the material produced makes it reasonable to suspect that the trust is being used for money laundering, terrorist financing or proliferation financing. (Legislation.gov.uk)

That distinction matters. The current GOV.UK operational guidance refers principally to money laundering and terrorist financing, while the statutory text includes proliferation financing. 

A practitioner preparing a request should therefore anchor the application carefully in the statutory language where appropriate, whilst recognising that HMRC’s published process is framed around the ML/TF gateway.

For asset recovery purposes, the practical consequence is stark. A civil fraud claim, a judgment-enforcement exercise, or a beneficial-ownership inquiry will not ordinarily be enough unless the facts can properly be articulated as part of an investigation into suspected money laundering, terrorist financing or, on the statutory wording, proliferation financing.

What HMRC will expect to see

The request must relate to a specific relevant registered trust. HMRC will not accept bulk requests, speculative requests, or requests framed around persons rather than an identifiable trust. The HMRC manual states that a Trust Data Request must contain enough detail for HMRC to identify both the requester and the trust, and that requests must be submitted through the HMRC process rather than by another route. (GOV.UK)

For asset recovery teams, this means the application should be prepared more like a focused evidential memorandum than a general information request. HMRC’s guidance identifies the types of trust-identifying information that may assist, including the trust name, UTR or URN where known, details of associated individuals and entities, and the roles of persons connected with the trust. (GOV.UK)

In a legitimate interest request, the requester should also provide a written account explaining why the trust is suspected of involvement in money laundering or terrorist financing. Supporting evidence may include bank statements, invoices, emails or other documents, although HMRC notes that a request can be made without additional evidence and that the absence of evidence may reduce HMRC’s ability to assess whether the test is met. (GOV.UK)

In asset recovery terms, the strongest applications are likely to identify:

1. The suspected predicate conduct, including fraud, corruption, misappropriation, sanctions evasion or other criminal property indicators where applicable.
2. The link between the trust and the target assets, counterparties, nominees, offshore vehicles or transaction flows.
3. The reason the beneficial ownership information held on the TRS is needed to advance the investigation.
4. The objective basis for suspicion, including documentary, transactional or circumstantial material.
5. Any risk that disclosure might prejudice existing law enforcement, insolvency, civil recovery or criminal investigations.

The application should not overstate the case. The consultation material preceding the regime recognised that applicants would not need to prove that money laundering or terrorist financing had occurred, but would need to provide material from which it was reasonable to suspect that the trust was being used in that way. (GOV.UK)

That is a useful distinction. The threshold is not proof, but it is also not curiosity.

Administrative process, not judicial inspection

Access to the TRS is, in the first instance, an HMRC administrative process. The request is submitted through HMRC’s online form, and HMRC reviews the material before deciding whether to release some or all of the requested information, withhold it, or state that the request cannot be dealt with. HMRC says it will try to respond within eight weeks. (GOV.UK)

This is not a court application for inspection. Nor is it equivalent to obtaining Norwich Pharmacal relief, Bankers Trust disclosure, a freezing order ancillary disclosure order, or third-party disclosure in civil proceedings. It is a statutory information gateway administered by the Commissioners.

That does not mean the courts are irrelevant. If HMRC were to refuse a request unlawfully, irrationally or unfairly, any challenge would most likely sit in public law territory. But the scheme itself does not create a general merits appeal to a court for asset recovery claimants dissatisfied with HMRC’s assessment.

The review position is also limited. HMRC’s public guidance says that, where it decides not to share information, the requester will be told how to seek a review and has 30 days from receipt of HMRC’s decision to ask for one. (GOV.UK) However, the review mechanism should not be treated as a substitute for getting the evidential foundation right at first instance.

The offshore company route

For many asset recovery matters, the second route may be more strategically useful.

HMRC recognises a separate offshore company trust data request. This applies where the purpose of the request is to find out whether a trust holds a controlling interest in an offshore company. HMRC describes an offshore company for these purposes as a company or other legal entity not based in the EU, Norway, Iceland or Liechtenstein. A controlling interest exists where the registered trust holds more than 50% of the shares, more than 50% of the voting rights, the right to appoint or remove the majority of the board, or the right to exercise, or actually exercises, significant influence or control. (GOV.UK)

HMRC’s manual is particularly important here. It states that, where a relevant registered trust has a controlling interest in an offshore company or other non-UK/non-EEA entity, HMRC must review the trust record and, if the trust does hold such an interest, HMRC is obliged to release the relevant information. It also states that HMRC’s obligation to release trust information for an offshore company Trust Data Request is not restricted to specific cases of money laundering or terrorist financing. (GOV.UK)

That is potentially significant for asset recovery lawyers. Where the investigation can establish a link between a trust and an offshore holding vehicle, the offshore company route may avoid the need to formulate a fully developed money-laundering case theory at the access stage.

It is not, however, a shortcut to broad disclosure. The trust must be registered, covered by the data request process, and identifiable with sufficient certainty. HMRC will not share information where the trust is not registered, where there is insufficient information to trace it, where the trust is exempt from the process, or where HMRC does not hold information showing the required controlling interest. (GOV.UK)

What information can be obtained?

The accessible information is limited. HMRC’s public guidance states that, for individuals, it may share the person’s name, month and year of birth, country of residence, nationality and role in the trust. For organisations, it may share the organisation’s name, residency and role in the trust. HMRC also states that it will not share the trust’s URN or registration certificate. (GOV.UK)

This has important implications for asset recovery strategy. A successful TRS request does not produce the trust deed, letters of wishes, trustee resolutions, protector correspondence, banking records, source-of-funds materials or internal trustee deliberations. It produces beneficial ownership information of a defined kind.

That information may still be valuable. It may identify a trustee, settlor, beneficiary, protector or corporate participant; confirm a link between a trust and an offshore vehicle; support a pleading; sharpen a disclosure application; assist with a freezing order evidential narrative; identify a witness or respondent; or help connect assets to a judgment debtor or fraud defendant.

But it should be treated as an intelligence and evidential lead, not as a substitute for litigation disclosure, insolvency powers, mutual legal assistance, compelled production orders or other investigative remedies.

Exemptions and person-level protections

Not all registered trusts are accessible through the trust data request process. HMRC’s guidance excludes, among others, certain non-express taxable trusts registered only because of UK tax liability, excluded express trusts under Schedule 3A registered only because of UK tax liability, and non-UK trusts with no UK-resident trustees registered only because they hold UK land or property. (GOV.UK)

There are also person-level protections. HMRC will not share beneficial owner information where the person is under 18, unable to make decisions due to their mental state, or where HMRC has been made aware and agrees that sharing the information would expose the person to a risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation. (GOV.UK)

Those protections are not peripheral. They reflect the balance at the heart of the regime: transparency for AML and offshore-structure purposes, but not unrestricted public access.

That balance is consistent with wider developments in beneficial ownership transparency. The Court of Justice of the European Union held in November 2022 that unrestricted public access to beneficial ownership information of companies was invalid because of the interference with privacy and data protection rights. (curia) Although that decision does not govern the UK TRS regime directly, it illustrates the wider policy direction: targeted access, justified by purpose and evidence, rather than general inspection by any member of the public.

Practical guidance for asset recovery teams

1. The first question is gateway selection. Is the case properly a legitimate interest request because there is a specified suspected instance of money laundering, terrorist financing or proliferation financing? Or is the better route the offshore company route because the trust appears to control a qualifying offshore entity?
2. The second question is identification. HMRC must be able to identify the trust with reasonable certainty. The application should include the trust name, any known UTR or URN, associated persons, corporate vehicles, professional advisers, addresses, nationalities, countries of residence and any other identifiers that reduce ambiguity. (GOV.UK)
3. The third question is evidential narrative. For a legitimate interest request, the application should set out a concise chronology, the suspected misconduct, the trust’s suspected role, the relevant transactional indicators, and the reason TRS data is required. Attach documentary support where possible.
4. The fourth question is proportionality and precision. The request should be narrow, trust-specific and purpose-specific. Avoid language that suggests a fishing expedition or a general desire to map wealth.
5. The fifth question is downstream use. TRS information should be integrated into the wider recovery strategy. It may support interim relief, disclosure applications, insolvency examinations, enforcement steps, settlement leverage or overseas investigative requests, but it should not be assumed to be admissible or sufficient for every purpose without further analysis.

6. Private Criminal Prosecutions investigating and seeking to prosecute the corrupt and fraudsters could consider their position in a different context – can they assert that the illicit proceeds of the crime have been subsequently money laundered – if so, they may need to consider that possibility in the context of the TRS rules. (From my former law enforcement perspective, I would argue that for every acquisitive crime there is a subsequent money laundering process that will include one or more of placement, layering and integration).

Conclusion

For asset recovery lawyers, the TRS is potentially valuable precisely because it may hold information that is not otherwise publicly available. But it cannot be considered a general civil asset-tracing register.

The ordinary “legitimate interest” route requires more than forensic usefulness. The request must be tied to a specific suspected instance of money laundering, terrorist financing or, on the statutory wording, proliferation financing, and must be supported by material giving HMRC a rational basis to conclude that the statutory test is met.

The offshore company route is different. Where a registered trust controls a qualifying offshore company or other relevant offshore entity, access is not restricted to specific money-laundering or terrorist-financing cases. In appropriate asset recovery matters, that route may therefore be more practical, provided the corporate-control facts can be established.

The process is administrative, not judicial. HMRC receives the request, assesses the statutory criteria, applies exemptions and determines what, if anything, should be released. Any court challenge is likely to arise only at the public law stage.

The strategic lesson is straightforward. TRS access should be considered early in complex asset recovery matters involving trusts and offshore entities, but only where the case can be framed within one of the statutory gateways. Where those gateways are genuinely available, the information may be highly valuable. Where they are not, the TRS will not operate as a back-door disclosure mechanism for private civil enforcement.