Register of Persons Holding a Controlled Interest in Land – Important Changes for GP Practices

The Register of Persons Holding a Controlled Interest in Land (“RCI”) is a new public register aimed at increasing transparency over who owns land in Scotland.  It comes into effect on 1 April 2022 and will create important legal responsibilities which may affect your Practice.  You need to consider carefully whether it applies to you and whether there are steps which you need to take to comply.

Background

It is already a legal requirement for some entities, such as UK Limited Companies and Limited Liability Partnerships, to record with the Registrar of Companies those individuals with significant control.  UK Limited Companies and Limited Liability Partnerships are not affected by the RCI.

From 1 April 2022, similar (but not identical) requirements will be extended to other entities such as traditional Partnerships.  It will be a legal requirement to notify the Keeper of the Registers of Scotland of every person who has “significant influence or control over the owner”.  For these purposes “owner” includes the tenant under a lease for more than twenty years.

This involves publicly disclosing all entities or individuals who are not named on the title deeds or may not even have an ownership interest but who are partners in the Partnership nonetheless.  This will particularly impact traditional Partnerships as typically they have been outwith the scope of any public disclosure.  As many GP Practices are traditional Partnerships this will particularly affect your sector.

There is a one-year grace period before the non-compliance measures will be actioned.  However from 1 April 2022, where there are (i) non-property owning Partners in a Partnership or (ii) where a Partner has property capital but is not named formally on the title deeds, these Partners will require to be notified as an “associate” for the purposes of RCI.

The rationale is that there is a public policy desire to make who controls property in Scotland as transparent as possible.

How can you comply?

We are aware that as Partners come and go, the title deeds to the property are not always updated correctly.  In many cases, the title sheet or title deeds to the property are often in names of former Partners or do not reference the current Partners.  There are a range of reasons why this happens not least of which is that this is not necessarily cost effective.  Many Practices will simply tidy matters up after more substantial changes in the composition of the Partnership or when they change lenders.

The term “significant influence” is a misnomer – in terms of the legislation every Partner is deemed to have “significant influence” by dint of being a Partner.  This is the case even though they are not “property-owning”.

What happens if you are not compliant after 1 April 2024?

It will be a criminal offence (punishable by £5000 fine on conviction) to either not notify the Keeper of the Registers of Scotland of relevant persons or entities or to provide deliberately false or misleading information.

Next Steps

As with any major change to the regulations which affect your business, this presents an opportunity to review the legal arrangements surrounding ownership of your property.  At Davidson Chalmers Stewart we can provide you with support in:

• Reviewing your title deeds and general premises ownership position;
• Advising if you are compliant with the new RCI rules; 
• (If applicable) registering any registrable interests in the RCI with the Registers of Scotland; and
• Advising what steps (if any) would be required to update the ownership position.

The most common example we would expect to see would be:

We understand that any legal change can lead to uncertainty, particularly where criminal offence provisions are included.  To that end, we are engaging with you in early course to allow ample time to ensure your Practice is compliant in time for 1 April 2024.

If you have any questions about the content of our briefing note, please do not hesitate to let a member of the Healthcare Team know.

Disclaimer
The matter in this publication is based on our current understanding of the law.  The information provides only an overview of the law in force at the date hereof and has been produced for general information purposes only. Professional advice should always be sought before taking any action in reliance of the information. Accordingly, Davidson Chalmers Stewart LLP does not take any responsibility for losses incurred by any person through acting or failing to act on the basis of anything contained in this publication.