Contractual Controls Register

What is it?

The Levelling-up and Regeneration Act 2023 set out to provide greater transparency over who owns and controls land. A separate public register is being set up to record these details. The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (the "Regulations") have been published and are expected to be made by the end of June.

What does it affect?

The requirement to register will apply to new written agreements over registered land that impose contractual controls in order to facilitate future development, where they:-

1. last 18 months or more; or
2. are shorter agreements with extension rights; or
3. are older agreements which are varied after the date the Regulations come into force, but that still have either the 18 months duration or shorter duration with extension rights.

This includes:

1. option agreements,
2. conditional contracts,
3. pre-emption rights, and
4. promotion agreements.

This excludes the following however:

• Security (charging) arrangements: including rights granted purely as loan security or to secure overage payments.
• Rights affecting short leases: defined as leases with less than 15 years remaining at grant.
• Non-development rights: rights granted exclusively for purposes that do not relate to future development.
• Short term rights: where the total period of control is less than 18 months.
• Section 106 agreement related rights: where these relate exclusively to the provision of infrastructure, amenities or services.
• National security or defence purposes: rights contained in agreements made for such purposes.
• Overage agreements.
• Unregistered Land: a surprising exclusion perhaps as the regs only apply to registered land.

When the Regulations come into force (expected 6^th April 2027) the grantee (i.e. the buyer or tenant) must submit the required information within 60 days of the agreement being entered into, and before the grantee can protect the agreement at the Land Registry by way of notice or restriction. In addition, information from contractual control agreements entered into between the date the Regulations are made and the date they come into force must be submitted by 6 October 2027. 

What is disclosed?

• The names (and where relevant company details) and addresses of the parties to the agreement;
• The date and place of birth of the grantor (not disclosed publicly) where they are an individual;
• A description of the agreement;
• The date from which the document takes effect;
• The initial period of control;
• The title numbers of the affected registered estates;
• The address and any postcode of the land; and
• Whether the land includes land (including airspace) held apart from the surface. i.e. if there is an exclusion to the title this is to be identified, e.g. sub soil, air space etc.

Note, however, that there is no need to disclose the agreement itself.

How this affects you

In some cases, the mere existence of the agreement (leaving to one side its commercial terms) might be commercially sensitive. Currently, the only visibility a third party might have to potential development on adjoining sites would be a unilateral notice on a title, with little understanding as to even the headline terms. Will the existence of the register encourage agents, for example, to put landowners on notice of nearby development and appoint them to negotiate a better deal or fight development plans? How you approach site assembly may need to factor this into account.

One area that may be an issue is subsales, where the owner/seller is unaware of the subsale. The register will enable an owner/seller to check the Register, and if there is a subsale, may wish to find a way to thwart the first sale, to ensure they share in any price advantage the intermediate seller has negotiated for itself on the immediate subsale. 

It is not yet known if there will be an automatic notification to the owner/seller of the affected titles once an entry in the register is made. 

There will inevitably be additional administration for the existence of the register. Registration costs will likely be incurred for registration, any change (a variation or assignment of the agreement for example) and removal of the record of the agreement in the register.

Funders may also have additional requirements for this register and may require that enquiry is made of adjoining sites as part of their due diligence into competing schemes and proposals.

A failure to register is a criminal offence, as is a failure to record relevant details accurately. But in reality there is little choice; without first registering the agreement, you will be unable to protect the agreement on the relevant title(s) at the Land Registry, which for the most part you will want to do.

How Howard Kennedy can help you

The Howard Kennedy Development Team is on hand to assist. Please contact Kate Woodgate, Huseyin Huseyin or Simon Butterworth if you have any questions about the new Contractual Controls Register.