Publication
Publication
The days of the opaque option agreement may be numbered. On 9 March 2026, draft regulations under Part 11 of the Levelling-up and Regeneration Act 2023 (“LURA”) were published, proposing a new transparency regime for certain contractual control rights over land in England and Wales. The implications for developers, land promoters and landowners are significant. In this article, we examine what is proposed and consider whether this shift towards openness will genuinely support a more efficient and “fairer” land market, or instead impose additional burdens on stakeholders in the real estate sector.
The key headlines are:
(i) Draft regulations (The Provision of Information (Contractual Control) (Registered Land) Regulations 2026) (the “Regulations”) under LURA were published on 9 March 2026 and propose the introduction of a requirement to disclose details of certain contractual control rights relating to land in England and Wales.
(ii) The Regulations, which are currently in draft form, are expected to be finalised in the first half of 2026 and to come into force in April 2027.
(iii) The obligation to provide HM Land Registry with information on contractual control rights falling within the regime will rest with the grantee of the rights (that is, the party benefiting from the right – typically a developer or land promoter). However, disclosures will need to be made electronically by a regulated conveyancer.
(iv) Information submitted will be published by HM Land Registry in an open database as soon as possible after 6 April 2028 and at least monthly thereafter, allowing third parties to analyse and aggregate it at scale.
(v) Failing to comply, or knowingly or recklessly providing false or misleading information, will constitute a criminal offence under LURA.
(vi) Market participants will need to plan how reporting will be managed in practice and consider how greater transparency may affect deal structuring, confidentiality and their strategic land pipeline.
The regime casts a wide net and targets rights that give a grantee power to control how land is developed or disposed of.
Broadly, the Regulations will capture options, rights under conditional contracts, pre-emption rights and certain rights associated with promotion agreements (for example, rights to direct or control the timing of a disposal). In each case, the rights must be held for the purposes of an undertaking (such as a business or charity) in relation to a “relevant disposition” – generally, the transfer of a freehold or leasehold interest or the grant of a lease for a term of more than 15 years. For example, a developer’s option to acquire a freehold site for a residential scheme, exercisable on the grant of planning permission, will typically fall within scope.
The following will not fall within the net of the Regulations:
(i) Short-term leases: rights affecting leasehold interests with a term of less than 15 years remaining at the time the right is granted;
(ii) Unregistered land: rights in relation to unregistered land;
(iii) Security arrangements: rights granted solely to secure the repayment of a loan or as security for an overage;
(iv) Non-development rights: rights held exclusively for purposes that do not involve future development resulting in either (a) the provision of a building of at least 100sqm or (b) one or more dwellings;
(v) Short-term contracts: rights with a total period of control of less than 18 months;
(vi) S.106 agreements: rights in section 106 agreements relating exclusively to the provision of infrastructure, amenities or services in connection with the grant of planning permission; and
(vii) National security: rights contained in contracts made for national security or defence purposes.
There are two key periods:
(i) Transitional period (expected first half of 2026 to 5 April 2027): contractual control rights granted after the Regulations are made, but before they come into force, will still fall within the regime. Information on those rights will need to be provided by 6 October 2027.
(ii) Post-commencement (6 April 2027 onwards): once the Regulations are in force and the HM Land Registry digital service is live, a standard 60-day reporting window will apply to: (a) all new contractual control rights granted from that date; (b) assignments of, or relevant variations to, any new or pre-existing contractual control rights; and (c) any determination, expiry or exercise of any disclosed contractual control right.
Any parties currently considering or negotiating agreements which might fall within the remit of the Regulations need to be alive to this. The issue is not only administrative, ensuring that disclosure obligations are met at the relevant time, but also commercial. Key terms which have historically been kept confidential may soon be visible to competitors, community groups and the public at large.
The duty to provide information will rest with the grantee (being the holder of the contractual control right), although submission will be required to be made by a regulated conveyancer (for example, a solicitor or licensed conveyancer). Full details and guidance regarding the process for the dissemination of information to HM Land Registry are awaited.
The contract conferring the rights will not itself need to be disclosed. However, sufficient information will need to be submitted to allow, among other things, clear identification of: (i) the type of right granted; (ii) the parties, including the names and identifying details of both grantor and grantee; (iii) the land affected; and (iv) the duration of the right, including the date from which it can be exercised, details of any conditions, the initial period of control and any extension provisions.
Two distinct enforcement mechanisms will apply:
(i) Registration gatekeeping: HM Land Registry will be able to refuse to register or update a notice or restriction that appears to relate to a contractual control right if it is not satisfied that the requirement to provide information has been complied with. This will be a powerful practical measure, as developers and other grantees are typically eager to ensure that their rights are protected on the register.
(ii) Criminal liability: Failure to comply with the Regulations or knowingly or recklessly providing false or misleading information will be a criminal offence under LURA. Criminal sanctions are typically reserved for serious misconduct, which raises questions about proportionality where a breach is, in essence, a technical reporting failure. A tiered civil penalty regime, of the kind used in many other regulatory frameworks, might achieve compliance more effectively and with less chilling effect.
The duty to comply with the Regulations falls on the grantee, but submission must be made by a regulated conveyancer. This raises a question of professional liability: if a conveyancer submits incorrect or incomplete information, who is criminally liable?
It also remains to be seen whether the Government actually intends to use this stringent measure in practice, or whether the threat alone is designed to ensure compliance with the Regulations. This distinction, however, risks missing the point. The mere existence of criminal exposure – irrespective of whether, or how often, it is enforced – may deter parties from entering into contractual control arrangements at all, for fear of making an inadvertent reporting error and facing potential prosecution. A regulatory regime should encourage compliance through proportionate and predictable consequences, not discourage activity altogether through the threat of criminal sanction.
The Government’s rationale for the Regulations rests on a diagnosis of structural information asymmetry in the land market: developers and promoters are said to have access to data on comparable agreements and market conditions that landowners and community groups do not. That concern may have some basis. Under the Land Registration Act 2002, option agreements and pre-emption rights over registered land can be protected by the entry of a notice or restriction, so their existence is visible to any person searching the register – although, crucially, not the commercial terms. Landowners, particularly those in rural or less liquid markets, may therefore have limited data against which to assess whether any proposed terms which they are being offered by developers are genuinely “market-standard”.
However, the Regulations appear to have been brought forward without a detailed, publicly available impact assessment that quantifies either the scale of the problem or the likely benefits of the proposed solution. Before a regime of this reach and severity, backed by criminal sanctions, is enacted, it is reasonable to ask whether the evidence base is commensurate with the level of intervention.
There are several outstanding questions:
(i) Scale of the problem – how widespread and material is the information asymmetry that the regime is intended to address?
(ii) Existing mitigants – to what extent could industry bodies, professional guidance or the voluntary sharing of comparable transaction data through advisers narrow this gap without regulatory intervention?
(iii) Proportionality of a blanket regime – have the costs and behavioural impacts of mandatory disclosure been fully assessed before concluding that it is the proportionate response?
Without clearer answers, it is challenging to judge whether the regime is properly targeted at the problem it is intended to address, or risks overshooting.
The stated policy aim is to “level the playing field” by giving smaller developers, landowners and community groups access to information that would otherwise be costly or impossible to obtain. That is a laudable objective. The risk, however, is that the regime achieves it in a manner that is too broad and potentially counterproductive.
As drafted, the Regulations draw few distinctions based on asset class, scale, location or the nature of the development. A modest residential option over a single plot is treated in the same way as a multi site strategic promotion agreement covering hundreds of acres. The exemptions that do exist, such as the 100 sqm threshold (which only applies where dwellings are not involved) and the 18-month minimum control period, are blunt instruments that do little to calibrate the regime to where the transparency need is actually greatest.
The blanket approach of the regime also raises a deeper concern. Public disclosure of the terms, duration and extension provisions of live agreements effectively reveals a developer’s or promoter’s strategic land pipeline to the market at large, including to direct competitors. This is commercially sensitive information, distinct from the type of data that is typically accessible through the register. Although copies of transfers and registrable leases can be obtained from HM Land Registry, they are available only after completion, rather than as a real-time, structured dataset of a developer’s forward land positions.
The commercial and behavioural impacts may be significant:
(i) Landowner reticence – where privacy is a key concern (for example, for agricultural estates or family owned land), mandatory disclosure may deter landowners from bringing land forward for development at all.
(ii) Shift in deal structures – developers may be incentivised to move away from contractual control arrangements towards outright acquisitions, which can entrench rather than disperse land control.
(iii) Impact on promotion agreements – the additional transparency and compliance risk may discourage the use of promotion agreements, which have often been critical in unlocking smaller or more complex sites.
These potential outcomes sit uncomfortably with one of the Government’s core policy objectives: accelerating the delivery of new homes and infrastructure. If the practical effect of the regime is that fewer agreements are entered into, fewer sites are promoted and fewer landowners are willing to engage, the transparency gain will have been purchased at the expense of the very development pipeline the policy is intended to support. That outcome does not advance the Government’s housing delivery agenda.
Whether the benefits of a blanket regime outweigh these costs remains, in our view, an open question.
Notwithstanding these concerns, stakeholders should work on the basis that some form of contractual control transparency regime is likely to be implemented and prepare accordingly. Therefore, market participants may wish to:
(i) track the progress of the Regulations through to final form;
(ii) identify existing and pipeline agreements that may fall within scope;
(iii) plan how reporting obligations will be managed in practice; and
(iv) consider the commercial and confidentiality implications of increased transparency for their land strategies.
If you would like to discuss any of the topics mentioned in this article, please reach out to your usual Linklaters contact.