Proposals to require developers and landowners to record “contractual control agreements” over land in England and Wales on a new public register from 2026

The government has issued a consultation seeking views on its plans to create a register of “contractual control agreements” over land. The principle is to collect information on agreements which are used to control land (but which don’t amount to outright ownership), in order to increase transparency around who controls land in England and Wales.

 

What type of agreements would be registrable?

The register would capture data from agreements such as options, pre-emptions, conditional sale contracts and promotion agreements where they:

• are in writing
• are intended to facilitate the future development of an estate in land and are held for the “purpose of an undertaking” (meaning a business, charity or similar)
• relate to registered land
• subsist for 12 months or more (or, if not, are extendable).

We therefore expect that share purchase agreements would not be captured by the regulations.

 

Will the registration requirement apply only to agreements entered into after the rules come into force?

No – as currently drafted, parties will have to look back 5 years when deciding which agreements must be registered. The register will require data from the following agreements to be registered:

Event / agreement type	Registration required by
Contractual control agreement completed after the date of commencement of the regulations (expected to be 6 April 2026).	60 days after completion of the agreement
Existing contractual control agreement entered into between 6 April 2021 and 5 April 2026 (assuming the regulations come into force on 6 April 2026).	1 year from the date of commencement of the regulations (expected to be 1 year from 6 April 2026)
Contractual control agreement entered into at any time which, after the date of commencement of the regulations, is varied in a way that alters the information required to be registered, or is assigned.	60 days after the variation or assignment
Termination or expiry of the whole or part of any of the above agreements.	60 days after termination or expiry

 

Are any agreements excluded from the requirement to be registered on the new register?

Yes, the following are proposed to be exempt from publication on the register:

• overage/ clawback agreements
• restrictive covenants
• agreements made for the purposes of national security or defence
• agreements made to “facilitate and finance agreements”
• agreements which terminate within 12 months, but only where the grantee does not have a right to extend the term.

 

What data will be required to be registered?

The data would include the type of agreement, parties, completion date, start and end date of agreement (including whether it can be extended), territorial extent of land affected by the agreement, HM Land Registry title number(s) and the registering conveyancer’s SRA number. However, the data will not include the financial terms of any agreements.

 

How will the data from in-scope agreements be made available?

The data would be captured in a downloadable format, likely a csv file initially, which will be freely accessible by the public. Only the above data points would be captured – there would be no requirement to upload a copy of the document itself. The first publication of the data is likely to be made in 2027 but it is not clear yet how regularly HM Land Registry would be required to publish the data after that.

 

Who will be required to make the application to register the data?

In essence, it is the ‘beneficiary’ of the contractual control agreement who will be under a duty to register the relevant data. However, unless the land registrar waives the requirement in a particular case, it is proposed that the beneficiary must use a “conveyancer” to submit the application to HM Land Registry digitally. The consultation recognises that this means that parties to such agreements will have to engage a conveyancer (eg a solicitor), which means that the cost of compliance will be increased by legal fees.

 

How will the rules be enforced?

As regards compliance, there are two main points to note. First, if information is not registered on the register, HM Land Registry will not register any notice or restriction applied for to protect a contractual control agreement against the relevant Land Registry title. Secondly, the Levelling-up and Regeneration Act 2023 provides for criminal sanctions for those who fail, without reasonable excuse, to comply with a requirement to provide the data or if they knowingly or recklessly provide false or misleading data.

 

Final thoughts

Many of the agreements targeted by this proposed new register are typically protected against the relevant titles at HM Land Registry by means of a notice or restriction in any event so are, in a sense, already visible to anyone who cares to look and is willing to pay a small fee for a title register (although generally only very limited information is available when agreements are protected by a notice or restriction). Making all of this data freely available to the public in one downloadable dataset would potentially make it easier to discover who has interests in land, where and for how long. However, it remains to be seen whether the benefits and usage of the new register will justify the additional registration and cost burden placed on those involved.

If you would like to have your say on the proposed new register, here is the link - the consultation ends on 20 March 2024.

 

Please get in touch with your usual DLA Piper contact if you would like to discuss these proposed new rules.