Contractual Controls of Land

Although the Regulations are expected to go live on 6 April 2027, as currently drafted they will be retrospective and any qualifying agreement entered into from the date the Regulations are made (expected early/mid 2026) will fall under the regime. In other words: many deals already being negotiated today will be caught.

Why the overhaul?

In short: transparency. The Government wants to expose who can influence the future development or disposal of land where they aren’t the registered owner. For years, options, conditional contracts and promotion agreements have played a central role in land assembly and development pipelines. But their details have often remained private. The new regime flips that on its head by making key information publicly accessible through a new HM Land Registry database.

It’s a move that will ripple across the development sector—from long‑term strategic land promoters to housebuilders, investors and major landowners. The industry now needs to adapt quickly to ensure it stays compliant.

Which Agreements Are Caught?

Government guidance confirms that several familiar structures will fall within scope:

• Options
• Conditional contracts
• Pre‑emption rights
• Certain promotion agreements

But the Regulations sensibly carve out arrangements that don’t sit within their purpose. Exclusions include:

• Security arrangements used solely to secure loans or overage
• Rights affecting short leases with fewer than 15 years left
• Non‑development rights—for maintenance, utilities or farming
• Short‑term rights, where control lasts less than 18 months
• Section 106‑related rights relating only to infrastructure or amenities
• National security and defence agreements

Even with these exclusions, the scope remains broad. Any party involved in land promotion or development should now be reviewing their templates, heads of terms and in‑progress negotiations.

Who Must Disclose?

The burden sits firmly with the grantee—the beneficiary of the contractual control right, not the landowner granting it. That typically means developers and promoters. They must ensure that all required information is submitted to HM Land Registry, and they must do so digitally through a regulated conveyancer.

And it doesn’t stop there. From 6 April 2027, assignments and variations will also trigger registration if they change information that would have been registrable had the Regulations already been in effect. Even agreements that weren’t originally caught could become registrable later through a variation. This is one of the most significant—and easily overlooked—changes.

What Happens if You Don’t Comply?

The consequences are serious. Failure to comply with the disclosure requirements is a criminal offence, and providing false information—whether knowingly or recklessly—can lead to up to two years’ imprisonment and an unlimited fine.

Beyond criminal liability, there’s a practical sting: HM Land Registry can refuse to enter notices or restrictions protecting the contractual control right until the required information is submitted. That means deal protection mechanisms could simply stall.

What Must Be Disclosed?

The Regulations will require a clear, structured set of information, including:

• Parties: full details of grantee and grantor, with date/place of birth for individual grantors
• Type of right: option, conditional contract, pre‑emption and so on
• Agreement information: date, parties and description of the arrangement
• Exercise mechanics: how and when the right can be exercised
• Duration: including extensions, renewals and termination mechanics
• Title details: title numbers and any relevant part‑title descriptions
• Location: address and postcode

Once submitted, key elements—such as the location of the land, identity of the grantee, type and duration of the right, and dates of grant or exercise—will enter a publicly accessible database. Critically, commercial terms such as price and payment structures remain protected.

How We Can Support You

At Irwin Mitchell, we routinely advise landowners, developers, housebuilders and promoters on strategic land and development structures. We can help you:

• Build the right protections into your agreements
• Identify what information must be gathered before exchange
• Ensure compliance processes are embedded across your teams
• Review templates in light of the new obligations
• Protect your position in negotiations while managing the increased transparency obligations

With the Regulations moving closer and with retrospective application already looming, now is the moment to prepare.