‘Development sites are usually put together quietly, with landowners, developers and promotors often subject to contractual confidentiality agreements,’ says Douglas Godwin, Partner and Head of the commercial property team with QualitySolicitors Parkinson Wright. ‘This will be turned on its head by the Contractual Control Register, which the Government hopes will create transparency for others who may be looking for sites to develop.’
Douglas explains what this means for your commercial property business and what you need to do.
Which types of agreement are affected?
The new system is implemented through the Provision of Information (Contractual Control) (Registered Land) Regulations 2026. The new regulations will apply to written agreements that grant a right to control when and how land is disposed of. Here, ‘disposing’ of land means transferring a freehold or leasehold, or granting a lease with a term of 15 years or more. In practice, the types of agreement most likely to be caught are options, pre-emptions and conditional contracts (which includes agreements for lease). For practical reasons, the regulations will not apply to land which has not yet been registered at HM Land Registry. This is most likely to be the case if the land you are getting rights over has not changed hands for a very long time.
Information to be supplied
The information which must be supplied includes:
- details of the agreement that creates or grants the right, including names and either company number or date and place of birth of the grantor and grantee;
- details about the nature of the contractual control right, including any conditions that must be satisfied before it is exercised, the date from which it can be exercised, how long it remains exercisable and any provisions allowing that period to be extended;
- the address and registered title number of the land affected by the contractual control right. The extent of land will have to be plotted on an online map.
The government intends to publish some of this data, including the location and extent of the affected land, the name of the person with the benefit; the nature and duration of the right; and when it was granted, exercised or determined.
Landowners and developers will be relieved to hear that they do not need to supply any financial information about a contractual control right and that no individual’s date and place of birth will be published. Nonetheless, these new disclosure obligations will mean a complete change of mindset about confidentiality in relation to site assembly.
HM Land Registry will be responsible for the new Contractual Control Register, which will be separate from the existing Land Register. Information will be submitted via a new online portal and it must be done by a property lawyer.
Exemptions
There are a number of exemptions, to avoid creating a disproportionate administrative burden. These include:
- contractual control rights which will last for less than 18 months (but you must take into account any extension provisions);
- rights over leasehold interests with 15 years or less left to run when the right is granted;
- rights in section 106 agreements that relate to infrastructure, services or amenities; and
- rights which do not relate to development. This is defined in a slightly confusing way but effectively means that only agreements made with a view to developing one or more dwellings, or a building with a floor space of at least 100 square metres, need to be disclosed.
Penalties for not complying
Failing to comply with the new regime will be a criminal offence. There is also a more practical penalty, which is that if you are granted an option, pre-emption or other contractual control right, you will only be able to protect it by noting it on the grantor’s registered title if you have also provided the details required for the register of contractual control. If your right is not protected, the landowner could sell the land free of it.
Expected timeline
The new regime comes into force on 6 April 2027. When contractual control rights are granted after that date, information must be submitted within 60 calendar days of the grant.
If rights are varied or transferred to a third party on or after 6 April 2027, information must be submitted within 60 calendar days of the variation or assignment.
There is also a retrospective element, in that you will also have to supply details of contractual control rights granted between 8 June 2026 and 6 April 2027. This means it is important to start keeping records immediately – your solicitor will be able to help you with this.
One possible trap to watch out for is that once you have registered a contractual control right, you must also provide information if it is exercised, expires or is determined early, within 60 calendar days of the relevant event. The aim is to keep the register up to date, but it could be easy to forget.
Impact on deals
With such wide disclosure requirements, it is hard to see ways for landowners and developers to preserve the level of confidentiality they are used to and this is exactly what the Government intends. On the other hand, you may be able to find useful information on the public register to which you would not previously have had access. From a practical point of view, there will be more admin to do when you grant or acquire rights and a greater need for record keeping.
How we can help
If you need to discuss how the new regulations will affect your business or need help compiling the required information, our team of commercial property solicitors is here to support you.
For further information, please contact Douglas Godwin or a member of the commercial property team on 01905 721600 or via email worcester@parkinsonwright.co.uk
This article is for general information only and does not constitute legal or professional advice. Please note that the law may have changed since this article was published.