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Portrait ofDarren Stolzenberg

Darren Stolzenberg


CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
United Kingdom
Languages English

Darren is a Partner in our Funds and Indirect Real Assets team. He is qualified in Australia and England, and has been practising law in London since 1999.

Darren’s practice focuses on structuring transactions through indirect vehicles such as companies, limited partnerships, unit trusts and offshore vehicles. He advises on UK and international fund establishments (including co-investment and management incentivisation), clubs, joint ventures, corporatised transactions and also advises investors looking to invest in UK, pan-European and global funds.  

Darren’s clients include UBS, Tristan Capital Partners, PATRIZIA, Man Group, Lendlease, ICG, Goodman and Delancey. 

Darren is ranked as a leading individual in Legal 500 and Chambers which states “he is always available, responsive and reliable” and “He takes an excellent holistic approach to problems and requirements”.

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"Very good, practical, knowledgeable and responsive"

Legal 500

Relevant experience

  • UBS on their open-ended Long Income Fund, global private equity fund of funds, PEG IV, and their Participating Real Estate Mortgage Fund.
  • Tristan Capital Partners on their closed ended fund series EPISO and Curzon Capital Partners and their long-life fund CCP V. 
  • PATRIZIA on their open-ended pan-European fund and closed TransEuropean fund series.
  • Man Group on the launch of their UK Affordable Housing Fund. 
  • Lendlease on their joint venture to develop The International Quarter, London with a leading Canadian pension fund. 
  • Goodman on their tripartite and bipartite joint ventures to develop logistic assets with leading Dutch and Canadian pension funds. 
  • Delancey on the launch of their first Credit and Income fund. 
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Memberships & Roles

  • Darren is a member of the AREF (Association of Real Estate Funds) Training and Education Committee and sits on the AREF Management Board. He is also actively involved in INREV (European Association for Investors in Non-listed Real Estate Vehicles and regularly leads training programs for them. 
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  • 1992 – Bachelor of Commerce (Honours Class IIA), University of Queensland, Brisbane.
  • 1994 – Bachelor of Laws, University of Queensland, Brisbane.  
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Focusing on Funds: An update on the Register of Overseas Entities regime
The UK’s Economic Crime (Transparency and Enforcement) Act 2022 (ECTE Act) originally implemented the Register of Overseas Entities regime in 2022 and as of 21 December 2023 has resulted in over 30,000 registrations at Companies House. In this Focusing on Funds we look at recent and upcoming changes to the Register of Overseas Entities regime made by the Economic Crime and Corporate Transparency Act 2023 (ECCT Act) and the implications for funds and other investors owning real estate in the UK through non-UK legal entities. What is new   The ECCT Act, which forms part of the UK’s ever expanding focus on implementing and enforcing transparency and enforcement legislation relating to economic crime and transparency of ownership, has amended the ECTE Act to expand the Register of Overseas Entities regime to include the following new re­quire­ments:Over­seas entities holding property as nominees must look through to the owners of the land for its  registrable beneficial owners (previously it only looked through to the owners of the nominee). Any legal entity in the overseas entity’s beneficial ownership chain that is a trustee (whether or not a professional trustee) is disclosable as a registrable beneficial owner, together with the supporting trust information. An overseas entity must disclose its principal office (previously it was possible to disclose its registered office instead). Likewise, it must disclose the principal office, rather than the registered office, of any registrable beneficial owner that is a legal entity. Tougher information and compliance requirements including the potential loss of registered status and the ability to deal with land. Other upcoming changes There are a number of other notable changes to the Register of Overseas Entity regime that will be brought in by the ECCT Act, but the Government has not yet indicated when these will come into force. These changes include:A requirement to provide the title number of the relevant property to Companies House – though this information will not be publicly available on the Register.A requirement to disclose the registrable beneficial owner(s) of the overseas entity between the period of 28 February 2022 and 31 January 2023. Further information is set out below. Fund managers and other investors in UK real estate should consider their UK land ownership structures, alongside any upcoming acquisitions and disposals, including certain leases in progress, to understand the implications on their organisations of the Register of Overseas Entities regime, including the latest and upcoming changes. . The Register of Overseas Entities – a recap and its implications The Register of Overseas Entities (the Register) is a separate public register at Companies House for non-UK legal entities (overseas entities) that directly own or acquire qualifying UK real estate. It was established by the ECTE Act and launched on 1 August 2022. The relevant overseas entity is required to give comprehensive information about itself, its ‘registrable beneficial owner(s)’ (including, where the registrable beneficial owner is a trustee, information about the trust) and, in some circumstances, its managing officers. UK companies (and other UK entities)  have to disclose their beneficial owner on a separate register under the People with Significant Control (PSC) regime. Information contained on the Register is for the most part available to the public. Overseas entities owning UK real estate (in particular, property registered since 1 January 1999 in England and Wales and since December 2014 in Scotland), or that have made disposals of UK real estate since 28 February 2022, originally had six months since 1 August 2022 to register on the Register. Overseas entities seeking to acquire UK real estate (freeholds and grants of leases of more than seven years) need to be registered on the Register at Companies House before an acquisition can be registered at the Land Registry.  For further detail regarding the implications of the Register for UK real estate transactions, including Land Registry requirements, see our Law Now “Important deadline imminent for Economic Crime Act”. Overseas entities on the Register are required to annually confirm and, when relevant, update their information on the Register, and can apply to be removed from the Register when they cease to hold qualifying UK real estate. For more information on the updating duty, see our Law Now “Be aware of the updating requirements for overseas entities at Companies House”. There are fines and criminal penalties for non-compliance – and non-compliance will seriously impact an overseas entity’s ability to acquire, sell, let or charge UK real estate. Scotland has its own transparency regime, the Register of Persons Holding Controlled Interests in Land, that applies there in addition to the Register of Overseas Entities regime. For more information on the Scottish regime, see our Law Now “Register of Persons Holding a Controlled Interest in Land – (cms-lawnow. com)”. Overseas entity The obligation to register under the ECTE Act is on the ‘overseas entity’, which is a body corporate, partnership or other entity that (in each case) is a legal person governed by non-UK law. The overseas entity needs to provide specific information about itself, any ‘registrable beneficial owners’ (including, where the registrable beneficial owner is a trustee, information about the trust) and, in some cases, its managing officers to Companies House as part of its application to register on the Register. The information contained in the application for registration must be verified by a registered verifier. Information provided in the annual update statement must also be verified. Registrable beneficial owner(s) Overseas entities that register on the Register will need to identify their ‘registrable beneficial owner(s)’. A beneficial owner is an individual, a legal entity or a government or public authority (X), who meets any of the following conditions in relation to the overseas entity (Y):
Focusing on Funds - New Register for overseas legal entities and their...
On 15 March 2022, the Economic Crime (Transparency and Enforcement) Act (the Act) received Royal Assent after being fast-tracked through Parliament in response to the war in Ukraine. In this Focusing...
CMS advises Lendlease on joint venture with CPP Investments
International law firm CMS has advised international property and infrastructure group, Lendlease, on a long term strategic 50:50 partnership with Canada Pension Plan Investment Board (CPP Investments)...
Focusing on Funds – Merger Control: Part 1
This Focusing on Funds is topical for fund managers and investors as merger control enforcement continues to strengthen around the world and the number of jurisdictions where the issue is relevant continues...
Focusing on Funds – AIFMD Consultation Paper
This Focusing on Funds looks at some of the European Commission consultation paper on the AIFMD. Background The Consultation follows an intervention by ESMA with its letter to the Commission raising numerous...
Financial Conduct Authority (FCA) confirms that Sustainable Finance Disclosure...
This Focusing on Funds looks at new changes in the UK's approach to the Sustainable Finance Disclosure Regulation (SFDR). The Financial Conduct Authority (FCA) has confirmed that the SFDR will not apply...
CMS - Focusing on Funds – Impact of Coronavirus Outbreak on Fund Managers
This Focusing on Funds briefing is to assist fund managers and investors in the wake of the disruption caused by the novel Coronavirus (Covid-19) outbreak. In addition to observing investor transparency...
CMS - Focusing on Funds – Luxembourg Brexit
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CMS - Focusing on Funds - AIFMD pre-marketing proposals
This Focusing on Funds update looks at the hot topic of funds marketing and proposals for a pre-marketing regime for alternative investment funds. This is an area we are often asked to advise on as various...
FCA consults on illiquid open-ended retail funds
Today, the FCA has launched a consultation paper (CP 18/27) on open-ended retail funds investing in illiquid assets. After the Brexit vote in 2016, there were significant investor outflows from open-ended...
Pre-marketing - Proposed changes to AIFMD
On 12 March 2018, the European Commission published a proposed directive and a proposed regulation amending the AIFMD and UCITS IV to facilitate cross-border marketing of funds. Importantly, these proposals...
German Investor Requirements for Real Asset Funds
The second of our on-going series of fund manager roundtables looked at various ways in which fund managers can accommodate the particular quirks of German institutional investors. We have picked out...