New disclosure rules: For options, promotion agreements and strategic land deals

For many years, contractual control agreements have enabled developers and promoters to secure future development opportunities, without the need for an immediate land purchase. These agreements enable developers to secure a legal interest in the land whilst they navigate the often lengthy planning process, commission surveys and raise funding.

For landowners, farmers and estates, these arrangements can unlock development value while retaining ownership of the land until a later stage. Traditionally, however, many such arrangements have remained largely private. The Regulations are intended to change that by increasing transparency around who controls land that may be brought forward for development in the future. Information about qualifying agreements will ultimately be published by HM Land Registry (HMLR) on a publicly accessible register.

Scope of the Regulations

The scope of the Regulations is wide. They apply to registered land in England and Wales, including both freehold land and leasehold land, where a lease has a remaining term of 15 years or more at the time the relevant right is granted.

The Regulations apply to various forms of contractual control rights, including conditional agreements containing a right of acquisition, option agreements, pre-emption agreements and promotion agreements. Furthermore, the Regulations impose reporting obligations where a relevant right is granted, varied, assigned, exercised, expired or determined.

The duty to disclose generally applies where the contractual control right is held for the purposes of an undertaking, such as a business, development company, promoter, charity or other organised activity.

The Regulations do not apply to:

• rights held in a purely private or personal capacity
• security arrangements where the rights granted are solely to secure the repayment of a loan, mortgage or overage obligation
• rights affecting leases with less than 15 years remaining at the time the right is granted
• rights held exclusively for non-development purposes e.g. maintenance, utility or farming rights
• rights contained in agreements made for defence or national security
• rights relating to s106 agreements insofar as they relate exclusively to the provisions of infrastructure, amenities or services in connection with a grant of planning permission
• Short term rights granting a period of control of less than 18 months

However, where a contractual agreement serves multiple purposes, the disclosure requirements may still apply and must be assessed carefully to avoid non-compliance.

Prescribed information

The following information must be disclosed:

• names of grantor and grantee, including company registration details where applicable
• type of contractual control right
• date, parties and a description of the document creating the relevant right
• date from which the right can be exercised
• period of control
• title number and address of land, including whether the land includes sub-surface and airspace

Key details

1. The duty to disclose is on the grantee of the relevant contractual control right but disclosure must be made by a regulated conveyancer such as a solicitor, licensed conveyancer or legal executive.
2. Although the Regulations come into force on 6 April 2027, qualifying agreements entered into between 8 June 2026 to 5 April 2027 (“the interim period”) must also be reported with a deadline of 6 October 2027.
3. Disclosure must generally be made within 60 days of a contractual control right being granted, varied, assigned, exercised, expired or determined. Therefore, from 6 April 2027 there will be a duty to report a variation or assignment of a contractual control right, even where the original contractual right was granted before 6 April 2027.
4. If a contractual control right is assigned, responsibility for future reporting will pass to the new grantee.
5. HMLR may refuse to enter certain restrictions or notices intended to protect a contractual control right on the land’s title register, until the relevant information has been provided.
6. HMLR will publish information collected on a publicly accessible database from April 2028 onwards. This database will be updated regularly and will be made available for download.

Enforcement

Failure to comply with the Regulations, or knowingly or recklessly provide misleading or false information in relation to the relevant contractual control rights constitutes a criminal offence. The maximum penalty for non-compliance of the Regulations is up to two years imprisonment, an unlimited fine, or both. Whilst being available, in practice criminal sanction is more likely to apply where non-compliance is the result of fraud or dishonesty. In other circumstances, HMLR is likely to refuse to register an applicable agreement.

Key takeaways

Those involved in negotiating strategic land deals should:

• check confidentiality clauses in agreements entered into from 8 June 2026 onwards to ensure that they enable compliance with the Regulations
• consider whether clients fully understand that information relating to the agreement, the land and the parties involved may ultimately become publicly available
• ensure landowners, estates and farming businesses entering into promotion agreements, options or conditional contracts are advised of the new disclosure requirements at an early stage; remember that any variation or assignment of any existing qualifying contractual control agreements after 6 April 2027 may trigger a reporting obligation, even where the original agreement was entered into before the Regulations came into force
• be ready to review the detailed Land Registry rules, which will explain the mechanics of registration, when they are published

Conclusion

Whilst the Regulations will have obvious implications for developers and promoters, they are equally relevant to landowners. Many landowners have historically regarded strategic land agreements as private commercial arrangements. The introduction of a public register will increase transparency around who controls land with future development potential and may influence how such agreements are negotiated and drafted going forward.