Register of Persons Holding a Controlled Interest in Land (RCI) - Frequently Asked Questions

The RCI is a register that holds information about people who control or influence what the owners or tenants of Scottish land and buildings do with their properties. It aims to improve transparency of property ownership, to make it clear if there is someone behind the registered owner/tenant who is 'pulling the strings' in relation to a Scottish property. This would not always be obvious from the property registers, which is why the RCI has been introduced.

Each entry in the RCI is specific to a property in respect of which there is some sort of controlling interest over the owner/tenant, or someone else sitting behind the registered owner/tenant. An entry will contain information about the owner/tenant of the property, as well as information about the persons who are associated with the owner/tenant (i.e. the influencers or controllers, which includes off-register trustees and partners).

The rules that govern the RCI are set out in The Land Reform (Scotland) Act 2016 (Register of Persons Holding a Controlled Interest in Land) Regulations 2021, with more information provided in the accompanying explanatory document.

The RCI became operational on 1 April 2022. There was an initial two-year grace period which expired on 31 March 2024.  Non-compliance with the RCI regulations is now a criminal offence, with penalties chargeable for failure to comply.

The RCI is held by Registers of Scotland and is publicly available to access online.

Registers of Scotland have set up a webpage to provide information about the RCI.

The RCI is only relevant if all of the following four conditions are met:

Scottish property: If there is a Scottish property in respect of which ownership or a lease/sub-lease is registered in the property registers, i.e. the Land Register of Scotland or the older Sasines Register. It does not matter when the property or lease was registered in the Land Register of Scotland/Sasines Register. Note that leases/subleases can only be registered in the property registers if at some point they had a duration of longer than 20 years.

'In scope' type of owner/tenant: If the property is owned or leased in the name of:

• an individual with a contractual or other arrangement in respect of the property;

• a partnership or trustee(s), partner(s) or other person(s) on behalf of a partnership;

• trustee(s) or other person(s) on behalf of a trust;

• an overseas entity which is recognised as a legal entity in the country in which it was constituted, and/or

• trustee(s) or other person(s) on behalf of an unincorporated body.

Not already transparent: If the owner or tenant is not already subject to certain other transparency regimes, such as UK companies and Limited Liability Partnerships which are subject to the Persons with Significant Control regime, Scottish Charitable Incorporated Organisations and Charitable Incorporated Organisations (England and Wales) and bodies that are subject to the Freedom of Information regimes. Note that the fact that an overseas entity has registered in the UK Register of Overseas Entities does not currently exempt it from requiring to make a submission to the RCI.

Associate(s) with a controlling interest: If there is at least one associate with a 'controlling interest'. The rules to determine this are complex, however broadly speaking an associate is someone not noted on the registered title or lease who exercises (or has a right to exercise) significant influence or control over dealings with the property (e.g. the sale, leasing, mortgaging or granting of heritable rights such as access over the property or changing its use). 

If all of the four conditions above are met, there will be a relevant controlled interest in land which will require an RCI submission and compliance with other RCI duties. If any of the four conditions above is not met, the RCI regime will not be relevant.

The rules that must be applied for ascertaining whether there is an associate with a controlling interest vary depending on the type of owner or tenant. The 'control' referred to above is an ability to direct the activities of the owner or tenant. Having 'significant influence' means being able to ensure that the owner or tenant will typically adopt the approach that the associate would like taken.

To give some examples:

• In the case of an individual, if the individual holds the property as nominee for another person, that person is an associate.

• In the case of a trust, a person who is not noted on the registered title/lease but is entitled to dictate how the trust funds are distributed, or to appoint or remove trustees, is deemed to have significant influence and control and is therefore an associate. A trustee who is not noted on the registered title/lease is also an associate regardless of whether they exert influence or control.

• In the case of an unincorporated body, a person who is not noted on the registered title/lease but who is responsible for the general control and management of the administration of the unincorporated body (e.g. an office bearer) is an associate.

• In the case of a partnership, a general partner who is not noted on the registered title/lease is an associate, as is someone who is not noted on the registered title/lease but is entitled to unilaterally take or veto governance decisions, or to appoint or remove partners.

• In the case of an overseas entity, someone who has more than 25% of the voting rights is an associate, as is someone with power to appoint or remove a majority of the board of directors.

These are just examples, and other persons with influence or control may also be caught by the RCI regulations. The rules about what constitutes influence and control for each type of 'in scope' owner or tenant are complex and wide-ranging, and there are also various exceptions in each case.

It is the registered owner (or tenant) of the property who is under a duty to submit the required information to the RCI. They must first have taken reasonable steps to verify the information with the associate, and to notify the associate of their rights and duties under the RCI regulations. They must also notify the associate within seven days once the submission has been made to the RCI.

Associates do not make any direct submissions to the RCI, however they are under a duty to verify the relevant information when requested to do so by the owner/tenant.  Associates are also subject to various other duties under the RCI regulations, such as to inform the owner/tenant if they cease to be an associate or if their details change.

Non-compliance is a criminal offence.

1. Pre-existing arrangements: Details of all pre-existing relevant controlled interests in land should have been submitted to the RCI prior to the expiry of the grace period on 31 March 2024.  However, Registers of Scotland will still accept submissions made after that date.
2. New arrangements: If an 'in scope' type of owner or tenant acquires a relevant controlled interest in land after 31 March 2024 or has an existing interest in land (i.e. ownership or a long lease) which becomes controlled after 31 March 2024, details must be submitted to the RCI within 60 days after the acquisition/start of the control.
3. Changes: If changes occur which affect the information that has been submitted to the RCI (e.g. changes to the associate, the owner/tenant and/or the controlled interest and/or the sale of the property), updated information must be submitted to the RCI within 60 days after the change takes place.  See question 14 below for more information on this.

Where an RCI submission is required, the owner/tenant must submit information about:

• The owner/tenant of the property, including their name, address, any registered number, their unique RCI reference number (if they have one), the capacity in which they hold the property (e.g. as trustee) and (if applicable) who they hold the property for (i.e. the name of any partnership, trust or unincorporated body)

• The property, including the address and any title number (or if there is no title number or postal address, a description and the approximate location and size of the property); and

• The associate, including their name and address, any registered number, their date of birth if an individual (although this is not published), the associate's unique RCI reference number (if they have one) and the date their association with the owner/tenant started.

This is done online, on a Registers of Scotland RCI webpage.

Submission to the RCI can be done by the owner/tenant of the property, or it can be done by an agent on their behalf (e.g. their solicitor).

No, not automatically. It is the responsibility of the owner/tenant of the property to comply with their duties under the RCI regulations, unless it has been expressly agreed otherwise with their solicitor.

No fee is charged by Registers of Scotland for submitting information to the RCI.

No. Unlike the UK Register of Overseas Entities (ROE), there is no duty to update the RCI annually. The RCI is an event-driven register, so it only requires to be updated if events occur which affect the information held on the RCI.

The RCI must be updated if events occur which affect the information already submitted to the RCI. These events include the following:

• If there are changes to the name, address or other submitted details of the owner/tenant or any associate.
• If the owner/tenant no longer owns a property which is the subject of an RCI entry (e.g. if a property is sold, if an owner/tenant who is an individual dies or if an owner/tenant which is an entity is wound up or dissolved).
• If an associate ceases to be an associate (e.g. if an associate who is an individual dies, if an associate which is an entity is wound up or dissolved or if an associate who is a trustee or partner resigns).
• If there is a new associate (e.g. if a new partner or trustee is appointed who is not being added to the registered title/lease).

If an associate ceases to be an associate or their details change, the associate must notify the owner/tenant of this as soon as reasonably practicable and the owner/tenant must then update the RCI as soon as practicable after receiving the notification. In all other cases, the owner/tenant must update the RCI within 60 days after the change has occurred. The owner/tenant must take reasonable steps to verify the accuracy of the updated information with the associate before they submit it to the RCI.

Yes. Failure to comply with the requirements to make or update an RCI submission does not prevent a property transaction completing. It is still possible to sell, lease and grant security over a property and to register the transfer/lease/security deeds at Registers of Scotland. This contrasts with the position in the UK Register of Overseas Entities (ROE), where Registers of Scotland will block registration of transfer/lease/security deeds if there has been a failure by an overseas entity to comply with ROE registration and updating requirements.

It is a criminal offence, punishable by a fine of up to £5,000, to fail to provide the required information to the RCI, or to provide false or misleading information. It is also a criminal offence to fail to comply with various other requirements set out in the RCI regulations, such as to update the information in the event of a relevant change.

Individuals within an organisation may be found personally culpable if they hold a controlling position in the organisation and have consented to or conspired in an offence, or where their lack of care caused such an offence. It is a defence if the relevant party can prove that it took all reasonable precautions or exercised all due diligence to avoid committing an offence.

There was an initial two-year grace period running until 31 March 2024 during which time a failure to comply was not a criminal offence, however the grace period has now expired.

Yes, the RCI can be searched online by members of the public, or by a solicitor on their behalf. You can search the RCI in various ways, including by property details, a person's name or a person's unique RCI reference number.

When searching, it must be borne in mind that the RCI is not necessarily completely up-to-date. This is for two reasons. Firstly, the RCI regulations allow a 60-day window within which information must be submitted to Registers of Scotland. Secondly, Registers of Scotland need to wait at least 30 days after receiving the information before publishing it in the RCI.

There is no cost to search the RCI.

There is no general exemption from the RCI on grounds of confidentiality or privacy. However, there is a right for an associate who is an individual to be excluded from the RCI if disclosure of the information would put the associate at serious risk or threat of violence, abuse or intimidation. In this case, a security declaration can be made to Registers of Scotland, along with supporting evidence.

Registers of Scotland must wait for at least 30 days after receiving an RCI submission before entering it in the public RCI. This allows time for an associate who is an individual to apply for a security declaration should they need to do so.