Out-Law / Your Daily Need-To-Know
Out-Law Guide 9 min. read
Scotland’s register of persons holding a controlled interest in land (RCI)
31 Mar 2022, 3:29 pm
From 1 April 2022, details of individuals who have significant influence or control over owners or tenants of land in Scotland must register with the Registers of Scotland.
The register of persons holding a controlled interest in land in Scotland (RCI) will be maintained by the Registers of Scotland. It is not a land register, but rather a register of individuals similar to the People with Significant Control (PSC) Register held by Companies House for UK companies.
The RCI will contain:
- details of the owner or tenant;
- details of the property concerned; and
- details of the person who has a controlled interest over decision making for that property.
Why has the register been created?
The Scottish government believes that increasing public transparency of those who have control over decision making in relation to land will enable communities and individuals to more easily identify who they should engage with on decisions about land. This aligns with the government’s long-held plans to ensure that land is used sustainably for the benefit of the people of Scotland.
The Scottish government wants to ensure there can no longer be categories of landowner or tenant where control of decision making is obscured. This means that, in conjunction with other transparency regimes, it will be possible to look behind every category of entity in Scotland, including overseas entities and trusts, to see who actually controls the land.
Will I have to make an entry into the RCI?
If you are the owner or tenant under a lease for more than 20 years of land in Scotland then, in many cases, you will also be the person who makes decisions about that property. In these circumstances, no entry will be required in the RCI.
You only need to make an entry in the RCI if you own land in Scotland or hold land in Scotland under a lease for more than 20 years and:
- there is an individual who has significant influence or control over decisions about what you do with the land; or
- you are in a partnership and at least one of the partners is an individual; or
- you hold the property in trust for someone else; or
- you hold the property for an unincorporated association, such as a sports club or village hall; or
- you are an overseas entity in which someone holds a 25% or more controlling interest; and
- you are not exempt.
If you satisfy these criteria you will be known as a ‘recorded person’ and you will need to provide information about your ‘associates’ who influence or control what you do with the land in the RCI.
Who is exempt?
The RCI is not intended to duplicate information held publicly elsewhere – for example, in the PSC Register held by Companies House. The following entities, which already have to publish information about those making decisions, are exempt from making an entry in the RCI:
- UK companies;
- European public limited liability companies (Societas Europaea);
- charitable incorporated organisations and Scottish Charitable Incorporated Organisations (SCIOs);
- cooperative or community benefit societies;
- collective investment schemes;
- credit unions;
- friendly societies;
- public authorities;
- limited partnerships and limited liability partnerships.
The Scottish government believes that increasing public transparency of those who have control over decision making in relation to land will enable communities and individuals to more easily identify who they should engage with on decisions about land
When do I have to make an entry?
The regulations which create the RCI have retrospective effect. If you currently own land or are the tenant under a lease of more than 20 years and you have an associate, you will need to make an entry within 60 days of 1 April 2022.
In other situations, you will need to make the entry within 60 days of becoming the owner or tenant where there are associates.
How do I make an entry and what information do I have to provide?
You can make an entry on the Registers of Scotland website: Register of persons holding a controlled interest in land.
You will need to provide:
- your name, address and, if applicable, registered number;
- the address and, if it is registered, the title number of the property;
- the capacity in which you own or tenant the land – for example, as an individual or as a trustee;
- the name, address and date of birth of your associate(s) (if they are an individual) or the registered number (if they are a non-natural person such as a company);
- the date on which the associate’s association with you began.
There is no fee for making an entry in the RCI or for searching the information in the RCI.
Who are my ‘associates’?
There is no single definition of ‘associate’. This depends on the individual circumstances, as set out in the table below.
There are some exceptions for each type of associate. These include, among others, paid professional advisors – for example, solicitors and accountants – and creditors, including standard security holders.
| Scenario | Associates |
|---|---|
| You are an individual who has entered into a contract or other arrangement under which you own or tenant the property on behalf of someone else (‘person A’) | Person A |
| You are an individual and someone else (‘person B’) has the right to exercise or actually exercises significant influence or control over your dealings with the property | Person B |
| You are an individual and own or tenant the property as a partner in a firm (‘firm C’), but the other partners are not named as owners of the property |
|
| You are an individual and you own or tenant the property as a trustee of or on behalf of a trust (‘trust D’) |
|
| You are an individual and you own or tenant the property as a trustee of or on behalf of members of an unincorporated body of persons (‘body E’) | The office holder or other official who is responsible for the general control and management of the administration of body E – such as the chair, treasurer or secretary – if they are not registered as owning or leasing the property |
|
You are an overseas entity (‘entity F’) – that is, a legal entity incorporated or constituted under, and governed by, a law other than the law of the UK, for example a company incorporated in Jersey, Guernsey, the Cayman Islands or the Isle of Man. Overseas entities will also need to register in the planned Register of Overseas Entities held by Companies House, to be created under the 2022 Economic Crime (Transparency and Enforcement) Act |
Any person who:
|
Can an associate withhold personal information?
An associate who is an individual may at any time make a declaration if they believe that making information about them available on the RCI will put them at risk of violence, abuse, threat of violence or abuse or intimidation. This is known as a ‘security declaration’.
A security declaration should be submitted to the Keeper of the Registers of Scotland along with evidence supporting the declaration, such as a non-harassment order or interdict.
What are the penalties for not making an entry in the RCI?
There are criminal penalties for non-compliance by both owners/tenants and their associates of a fine up to level 5 on the standard scale, which is currently £5,000.
The criminal penalties do not come into force until 1 April 2023, giving owners and tenants a grace period within which to comply with the regulations.
What duties do I have to keep the RCI up to date?
If you are a recorded person, you need to ensure that the information in the RCI is up to date. So, for example, if the identity of your associate changes, you will need to amend the RCI.
When you sell the property or assign your lease of the property and so are no longer a recorded person, you must advise the Registers of Scotland to remove your entry.
There are also duties on you if you are a potential associate. A recorded person must notify the associate within seven days of submitting an entry to the Keeper – but if you know or ought reasonably to know that you are an associate of an owner/tenant you must notify that person of that fact. If you are an associate you must ensure that the information in the RCI about you is correct and kept up to date.