New Transparency Rules Require Disclosure Of Detail About Land Contract (Including Options)

Developers will have to publicly disclose details of land acquisition contracts including contract length, conditions and extension mechanisms under new transparency rules.

The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (the Regulations) will introduce significant new disclosure requirements for some land agreements in England and Wales. From April 2027, businesses holding options, conditional contracts and similar development-related rights to acquire land must submit details to HM Land Registry. The data will be publicly available from April 2028.

The Regulations are in draft but are expected to become law soon.

Background

The Regulations implement Part 11 of the Levelling-up and Regeneration Act 2023, which seeks to improve understanding of who owns or controls land in England and Wales. The Government's aim is to help local communities better understand the likely path of development and to identify potentially anti-competitive behavior in land markets.

The Regulations are narrower in scope than originally proposed but there will still be concerns and adjustment to the new level of transparency. Developers will welcome Government's move away from the original proposal for five years of retrospective data collection. Instead, only agreements entered into from the date the Regulations are made (expected in the first half of 2026) will be caught.

Which agreements are in Scope?

The Regulations apply to "contractual control rights" over registered land. These are rights under contracts relating to the development or disposal of land entered into as part of a business activity. The following are in scope:

• Options
• Conditional contracts
• Pre-emption agreements
• Right to direct or request a disposition (whether to the party to the contract or elsewhere) (including many promotion agreements)

The transparency rules apply if the contract relates to a freehold or the grant of a lease of more than 15 years.

Agreements are exempt if they are:

• made for the purpose of national security or defence,
• necessary or incidental to loans, financial security or overage,
• held exclusively for purposes that do not relate to development (meaning not related to the development of one or more houses (including flats) or buildings with more than 100 sq. metres of floorspace),
• for a total period of control of less than 18 months (including all possible extensions), or
• contained in section 106 planning agreements relating to infrastructure, amenities or services in connection with a planning permission.

Many contracts for investment or asset management transactions will be exempt due to being short term or unrelated to development. However, most strategic land acquisitions using options, conditional contracts and promotion agreements will need to be disclosed due to the likely contract length.

What information must be disclosed?

For agreements in scope, the grantee of the right (usually the developer or promoter) must provide the following information to HM Land Registry. The actual submission of information must be made by a regulated conveyancer using a digital system.

• Name of grantee and grantor - the parties to the agreement.
• Entity identification - company or other ID number (e.g. Companies House or Charity Commission), or other details that uniquely identify them. Date and place of birth (for individuals).
• Type of contractual control right - option, pre-emption, or right to acquire land under a conditional contract etc.
• Date, parties and title/description of agreement - identifying when the agreement which granted the right was entered into and what it is called.
• Date from which the right can be exercised - including a description of conditions.
• Initial period of control and extensions - the period from the start of the agreement to the point at which the right must be exercised, expires or terminates and details of extensions and termination rights.
• Title number(s) of the affected land - and (where part only) sufficient details to identify the area concerned (e.g. a plan or description).
• Address and postcode of the land - the physical location of the site covered by the right.
• Sub-surface land - whether the land subject to the right includes land (including airspace) held apart from the surface.

More detailed guidance on how to capture and submit some of the informaton is expected before the system is launched - probably to be driven by the nature of the digital system that is being developed to collect it.

Potential difficulties may arise depending on exactly how the information around expiry, extensions and extent of land is to be collected and what level of detail will be required. The Regulations set out how to calculate dates and periods but this may not be straight forward for the most complex agreements.

What will be published?

HM Land Registry intends to publish the contractual control database on at least a monthly basis from April 2028. The published data will include most of the information submitted. Some personal details such as dates and places of birth will be collected for verification purposes only and will not be made public.

When must information be disclosed?

The requirement for disclosure is triggered by the grant, assignment or variation of a right.

Developers must keep the information up to date if it changes (due to variation of the agreement) or if the agreement is exercised, terminated or expires.

The timeline for compliance operates in phases.

• Information about agreements entered into, assigned or varied from the date the regulations are made (expected early 2026) until April 2027 must be submitted by 6 October 2027.
• For agreements entered into or varied after 6 April 2027, information must be submitted within 60 days.
• Termination, expiry or exercise of rights must also be reported within 60 days.

The information will be published from April 2028, with monthly data releases.

Protecting agreements at HM Land Registry

Protecting the priority of agreements on the landowners title remains a separate process under the Land Registration Act 2002. Submitting the information in accordance with the Regulations does not protect the agreement.

In practice, information will often need to be submitted immediately (rather than waiting up to 60 days) because HM Land Registry may refuse to enter an agreed or unilateral notice protecting the agreement on the registered title unless the contractual control information has been provided. Not submitting the information may leave the agreement unprotected on the landowners title.

Who submits the information?

The grantee of the contractual control right bears the legal responsibility for ensuring information is provided. However, the Regulations require that submissions must be made through an individually regulated conveyancer.

The Government believes this requirement (which differs from most standard land registration applications) reflects the legal complexity of the information being submitted and provides HM Land Registry with assurance that the data is complete and accurate. Collaboration and clarity will be required between developers and their conveyancers to ensure the correct information is submitted and clear responsibility for the future triggers are established.

Criminal liability for non-compliance

Failing to comply with the disclosure requirements, or knowingly or recklessly providing false or misleading information, constitutes a criminal offence under section 225 of the Levelling-up and Regeneration Act 2023.

These offences can be committed by individuals, partnerships, or corporate entities, and extend to officers or employees acting on their behalf. This underscores the importance of establishing robust internal processes to ensure accurate and timely compliance.

What should developers do now?

Although the full submission system will not launch until April 2027, there are several steps and processes to consider implementing immediately:

1. Consider how many agreements are likely to be in scope (and how often they are varied, exercised, terminated etc.) – this will help developers and their advisors understand the scale of their compliance burden.
2. Start recording information – begin capturing the required data points for new agreements that may fall within scope. Even though the exact format requirements are not yet finalised, having the underlying information readily available will make the submission process more efficient. Where multiple agreements are being dealt with by the same conveyancer, they will be able to assist with this.
3. Review confidentiality provisions – check that your standard contract terms permit disclosure where required by law. Although this is usually standard practice and may be implied in some cases, it makes sense to ensure there are no apparent obstacles to submitting the data causing hassle and delay.
4. Consider deal strategy – be aware that the existence and certain terms of in-scope agreements will become public information. This may influence negotiating positions, timing of transactions, or preferred contract structures.
5. Allocate responsibilities – determine who within your organisation (or your adviser network) will be responsible for gathering information, making submissions, and updating records when agreements terminate or are exercised.
6. Establish process for expiry and termination – if it is not already part of your process to inform your external legal advisors when agreements expire or are terminated (and you otherwise do not involve them) you will need a process to inform them promptly so that the information can be submitted to HM Land Registry. (It may be possible for developers with in house legal teams to do this themselves – this will depend on the digital channel used by HM Land Registry to collect the information).

Can the transparency requirements be avoided?

The only way to avoid disclosing information is to be outside the scope of the Regulations. For example:

• Agreements that cannot last beyond 18 months
• Purchase land outright subject to overage (although any buy-back or sell-back mechanism would likely be caught by the Regulations).
• Agreements for corporate acquisitions are out of scope if landowners are willing to structure their ownership in a special purpose vehicle.

There may be other slightly cumbersome combinations of transactions that would avoid the disclosure requirements.

Each of these (and other possibilities) will have a combination of cash flow, tax and practical challenges for developers and potentially landowners. It is unlikely landowners will be sympathetic to complex structuring simply to avoid disclosing details of the contractual timings.

The Regulations are not the only transparency regime, so looking at structures involving corporate structures and trusts are likely to encounter other disclosure or registration requirements.

Looking ahead

Gowling WLG will continue to monitor the implementation of these Regulations and provide updates to our developer clients as further technical guidance is published. In the meantime, if you have questions about how these requirements may affect your transactions or would like advice on preparing for compliance, please do not hesitate to contact a member of our Real Estate Team.

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