Introduction
Contractual control agreements are widely used by the development industry as a means of securing rights over land that fall short of outright ownership. They allow developers and land promoters to control land and prevent others purchasing it while they pursue planning permission, negotiate access and other easements, assemble neighbouring sites and secure funding. These agreements have been shaping development strategies and land assembly behind the scenes since the introduction of the modern UK planning system.
A Competition and Markets Authority study in 2023 found that large housebuilders controlled 658,000 plots at that time, predominantly through options and similar arrangements. The government believes these practices are uncompetitive, making it harder for smaller developers to identify which sites are already under control, while lack of transparency can leave local authorities unaware of which land is being actively promoted for development in their areas.
Parliament granted powers in the Levelling-up and Regeneration Act 2023 (the “2023 Act”) to require the disclosure and publication of information about contractual control agreements and The Provision of Information (Contractual Control) (Registered Land) Regulations 2026/615(the “Regulations”) were made under those powers last month.
Overview
The Regulations will require businesses to submit information about their contractual control rights to a new public register when this is launched by HM Land Registry on 6 April 2027.
Details must be notified to HM Land Registry by a conveyancer using a new digital service within 60 days of a trigger event such as the grant of a new right, or the variation, assignment or termination of an existing right. Existing rights which are varied or assigned after 6 April 2027 will need to be registered even where the underlying agreement pre-dates the Regulations.
The Regulations impose two key duties on grantees of contractual control rights –
- To provide “contractual control information” when new contractual control rights are granted, assigned or varied; and
- To notify HM Land Registry when a contractual control right is exercised, determined or expires.
Failure to comply with these duties, or the provision of false or misleading information (whether knowingly or recklessly), will amount to a criminal offence under the 2023 Act.
HM Land Registry must publish a dataset of the contractual control information - other than the date and place of birth of individuals - as soon as possible after 6 April 2028 and then monthly. The Registry may impose conditions on access to the dataset.
Why are you telling me about this now?
Although the new register will not be open for applications until April 2027, a key date has already occurred: any contractual control agreement which is dated on or after 8th June 2026will have to be entered on the register when it opens, so you will need to keep interim records of relevant transactions in order to meet the deadline once the register becomes live.
What agreements must be registered?
- Option agreements,
- Pre-emption agreements (a right of first refusal),
- Conditional sale agreements, and
- Rights to direct a landowner to sell land to a third party (typically, promotion agreements).
The categories include options to renew a lease and tenant options to take a new lease or purchase the freehold.
Collaboration and consortium arrangements will need careful consideration as it will be the substance of the right which determines whether registration is required rather than the label it is given.
Application of the new rules
The rules will apply to –
- Written agreements conferring rights held for the purposes of an undertaking or business,
- Over registered land (including surface and subterranean rights) which -
- Involve a right to acquire the freehold or a lease of over 15 years, and
- Last for a total period of at least 18 months.
The rules will also cover pre-existing rights that are assigned or varied after 6 April 2027.
Although the new regime primarily targets residential developers, it will affect many real estate transactions. The 100 square metres of floorspace threshold (see Unrelated development exemption below) will capture most commercial buildings.
Exemptions
The following rights are exempt from registration –
- An agreement made for national security or defence purposes;
- A right necessary or incidental to security for a loan or overage, including a right requiring an owner to enter into a relevant disposition which is incidental or necessary to the provision of a loan or financial instrument;
- Rights with a total period of control (including all potential extensions) of under 18 months;
- Rights in section 106 planning agreements that relate exclusively to infrastructure, amenities or services in connection with a planning permission;
- Contractual control rights held for personal use;
- Short leases with a term of less than 15 years remaining at the time the right is granted;
- Agreements relating to unregistered land; and
- Rights granted exclusively for purposes that do not relate to a future development resulting in:
- One or more dwellings, or
- A building with a floorspace of 100 square metres or more.
The government has stated that the exemptions are to be interpreted narrowly.
The “unrelated development” exemption
There is uncertainty around the scope of this exemption. “Development” has the same meaning as in section 55 of the Town and Country Planning Act 1990 but does it include, for example, a change of use of qualifying floorspace? Will the exemption apply where development is not intended to take place immediately or within a relatively short period after the right is exercised?
Government guidance: Contractual control agreements states that, in order to rely on this exemption, parties must be able to demonstrate that the right has no realistic link to development. Rights may still fall within the Regulations if, in substance, they relate to the future development or disposal of the land for development. This will have implications for investors.
The guidance explains that this category includes rights granted solely for utilities or agricultural purposes but we will need more detailed guidance to help developers and promoters determine whether, for example, land held as a standing investment without anticipated future development will fall within the scope of the Regulations.
The government's consultation response indicated that occupational or operational arrangements are not intended to be caught, but these have not been expressly excluded by the Regulations.
Information that must be disclosed
You will not need to submit a copy of the relevant agreement to HM Land Registry but the following information must be filed –
- Date of agreement;
- Parties, including the date and place of birth of any individual grantee (although these last two requirements are for verification purposes only and will not be published on the register);
- Address and postcode of the property;
- The extent of the land affected, including a plan or description if the right relates to only part of a registered title, and the title number;
- What type of right has been granted, along with details of any conditions that must be satisfied before the right can be exercised;
- The initial period of control, the maximum period it could last, and any provisions to extend, terminate or renew the right;
- Whether the right includes land above or below the surface;
- Variations to the above information; and
- Details of the assignment, termination, expiry or exercise of a registered agreement.
Payment arrangements and consideration do not need to be disclosed (despite the primary legislation allowing for this), which reduces some of the commercial sensitivity around the publication of contractual control rights.
Timeline
- Information must be submitted by 6 October 2027for any contractual control rights granted between 8 June 2026 and 6 April 2027.
- New rights granted on or after 6 April 2027 must be registered within 60 calendar days after 6 October 2027.
- Existing rights varied or assigned after 6 April 2027 must also be registered within 60 calendar days.
- HM Land Registry must be notified again when the right ends, whether by termination, expiry or exercise. Where a right is only partially exercised or terminated, the affected part must be identified.
Who must register?
The duty to provide the information to HM Land Registry rests with the grantee – usually the buyer, developer or promoter, although this could also include a landlord with the benefit of an offer-back clause, or a landowner with step-in rights under a development agreement.
However, the actual submission of the information must be made by a solicitor or other regulated conveyancing professional via an online portal. The online portal is not yet available and is currently being developed by HM Land Registry.
If the agreement is being protected at the HM Land Registry by way of a notice or restriction, as is usually the case, the registrar may (and probably will) refuse to register the notice or restriction unless the contractual control information has been provided.
Lenders
Lenders are likely to require evidence of registration for due diligence purposes, potentially making it a funding condition.
Failure to register
Failure to comply with the new regime will constitute a summary criminal offence punishable by a fine and may also result in HM Land Registry refusing to register a protective notice or restriction.
Since developers and promoters rely on such entries to ensure priority against third party dealings, non-compliance poses significant commercial risk.
It will be the grantee that faces criminal liability for non-compliance.
Local authorities’ response
Local authorities have welcomed the proposals which they believe will help them assess future housing supply trajectories, streamline the site identification process and prepare better local plans. Where they are beneficiaries of contractual control rights, local authorities will be subject to the compliance obligations in the Regulations.
Developers’ concerns
Critics of the register have argued that lack of transparency is not the primary reason why housebuilding takes so long in this country. The principal barriers to housebuilding involve issues around viability, planning complexity and construction skills shortages.
Increased pressure on the planning system
During the consultation, developers, land agents and representative bodies raised concerns about possible unintended consequences of the new register, such as increased pressure on the planning system due to more community resistance to development proposals. Objectors to development will have more time to prepare objections during the planning process or take other steps to frustrate or delay schemes, potentially increasing costs and putting a further strain on the planning system. These concerns are entirely valid.
Confidentiality
Once the register becomes live, neighbouring landowners, planning authorities and local communities will have access to previously confidential information. Land assembly strategies involving concurrent confidential negotiations with multiple landowners will no longer be private. Disclosures will reveal commercially sensitive development pipeline data which may influence how future transactions are structured.
The register may also reveal which parcels of land are strategically important, particularly in relation to ransom strips and access rights, and adjoining landowners may be tempted to inflate their prices once they become aware of a proposed development, increasing the cost of site assembly, and ultimately the cost of new housing.
Smaller developers may find that better-resourced rivals can exploit information on the register to bring forward competing proposals more quickly, deterring investment by the very group of housebuilders the policy is supposed to support.
Administrative burden and potential criminal liability
There is concern about the administrative burden of disclosure requirements. The new public register will create extra red tape, with potential criminal liability where disclosures are not made. The ongoing obligations under the Regulations will add to the administrative burdens imposed by the regime, particularly for larger and phased development sites with complex land assembly arrangements.
HM Land Registry backlog
There are very real concerns about how an already over-stretched Land Registry will be able to deal with these new notifications. There continues to be a significant backlog in the processing of land registration applications and the new requirements are likely to exacerbate the problem.
Government response to criticisms
The government has acknowledged the concerns raised about the potential impact of the new regime on small and medium-sized developers but believes that, on balance, while there is some risk of increased competition for sites, this will be outweighed by the potential benefits of improved access to land and reduced barriers to entry.
Steps to take now
Although the new regime does not start until 6 April 2027, if you are involved in strategic land development, you should take the following steps now –
- Review existing option, conditional, promotion and pre-emption agreements to identify arrangements that will require registration when the new register opens.
- Keep records of agreements entered into between 8 June 2026 and 6 April 2027, including those where you are not sure whether an agreement will require registration.
- Where possible, complete any variations or assignments of existing agreements which are currently being negotiated before 6 April 2027.
- Consider lender expectations: lenders may require evidence of registration as a condition precedent to drawdown or as an ongoing covenant, and non-compliance could trigger events of default under facility agreements. Review existing and new funding documents.
- Check confidentiality clauses in existing agreements to ensure that disclosure of the required details is permitted. Future contractual control rights will need to incorporate provisions to ensure timely grantor/grantee cooperation to meet disclosure deadlines.
- Ensure you have robust systems in place to monitor the relevant trigger events - assignment, variation, exercise, termination, or expiry of a contractual right – so you can instruct a conveyancer to make the necessary digital submission before the 60-day deadline.
- Consider possible strategies to avoid disclosure, such as:
- Short-term rights: these will be unrealistic in many cases.
- Buy-back or sell-back mechanisms: these may still fall within the scope of the Regulations depending on their terms.
- Corporate acquisitions, which fall outside of the regime but you will need to consider the additional costs of structuring a deal in this way.
HM Land Registry may scrutinise arrangements designed to avoid the reporting regime.
We will be keeping an eye out for additional guidance. In the meantime, if you need any specific advice about the new regime, please contact a member of the [javascript protected email address]
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