This article gives information on those that have a controlling interest in land known as associates and how to identify them for the Register of Persons Holding a Controlled Interest in Land (RCI).
About associates
An associate is a term used in RCI for those who have a controlling interest over an owner or certain tenants of land, known as a recorded person. It is only tenants with a registered or recorded lease of over 20 years that can be recorded persons. For the purposes of RCI there can only be a recorded person if there are one or more associates with a controlling interest.
You can find more information about owners and tenants in relation to RCI in the recorded person article.
When an associate is directing the activities of a recorded person this is what is known as controlling interest. You can find more information in the controlling interest article.
An associate is a person who:
- is associated with a recorded person but who is not recorded in the sasines register or registered in the land register as owning or leasing the land
- has the right to exercise, or actually exercises, a controlling interest over the recorded person’s dealings with the land
It is possible to have multiple associates as well as multiple recorded persons who each have their own associates.
Schedule 1 of the Regulations defines what an associate is for RCI.
Associate categories
To determine whether there is an associate depends upon how the recorded person holds title to the land. There are 5 categories:
- Individuals (contractual or other arrangements with an individual)
- Partnerships
- Trusts
- Unincorporated bodies
- Overseas entities
For each category, the regulations state the conditions and exceptions that make someone an associate. One condition which normally applies is that the associate is someone who has the right to exercise, or actually exercises, significant influence or control.
Please note that the definition of an associate differs for unincorporated bodies. The Regulations state that an associate is responsible for the general control and management of the administration of the body. The regulations go on to say that a person is responsible for the general control and management of the administration of a body if they hold an office or other official position in that regard (such as chair, treasurer or secretary).
Membership of an unincorporated body will not of itself make a person an associate – they must have responsibility for the general control and management of the administration of the body. The membership, committee or congregation are all members of the unincorporated body but will not all be associates simply because of being a member.
We would normally expect office bearers to be the associates, however it may be the case that in certain circumstances a body may believe that other persons (for example members of the committee) are also responsible for the general control and management of the administration of the body. It is up to each individual body to consider their own circumstances when considering submission to RCI.
Examples of an associate
Example 1
- Alex, Chris and Pat are partners of the Dunston Veterinary Group and entered as owners of the land in the Land Register.
- They have a 4th partner, Frances who is not shown as an owner of the land in the land register.
- As Frances has significant influence or control over the decisions of the business, they are an associate.
- Alex, Chris and Pat must each register Frances as an associate in RCI.
Example 2
The following example illustrates an unincorporated body where only some of the office holders named on the title are present.
- Mark, Graeme and Ashley currently hold the positions of captain, secretary and treasurer of Reay Bowling Club, an unincorporated body. The bowling club title is on the Land Register.
- The Land Register title was completed in 2010 and lists three office bearers as trustees, being Graeme (secretary), Ashley (treasurer) and Lachlan who was captain in 2010.
- Because unincorporated bodies or associations cannot own land in their own right it is the trustees or office bearers who are the owners. Therefore in RCI the recorded person will not be the bowling club. Rather, the recorded persons are the trustees or office bearers.
- In order to register in RCI, Graeme and Ashley will need to separately register as recorded persons. They will each need to register Mark as an associate because he is not on the Land Register title.
- When Graeme registers as recorded person he will name Mark as an associate. When Ashley registers as recorded person he will also name Mark as an associate.
Associates in RCI
RCI makes information available on recorded persons with associates who have a controlling interest in land.
Each entry in the register is for one recorded person but there can be multiple associates for each recorded person and multiple recorded persons. Where there are multiple recorded persons, they may have the same or different associates.
Associate’s details for RCI
Details of the associate required for RCI include:
- date the associate was granted the right to exercise significant influence or control over the owner/tenant of the land, known as the date of association, if known
- first and last name
- contact address
- date of birth, this will not be shown on the register and is only needed when the associate is an individual
- registered number, for example company number, only where the associate is a non-natural person such as an organisation
- unique reference number, known as the Associate Reference Number, this is allocated after an associate's details are first entered in RCI
- the paragraph of Schedule 2 that applies where the associate is an entity
The details required for RCI can differ if the associate is, an individual, unincorporated body or organisation. More details can be found in the information needed to make an entry article.
Associate’s information held elsewhere
Where the associate is subject to another transparency regime, as listed in Schedule 2 of the RCI regulations, more information is needed. Signposting the paragraph of the regulations which applies to the associate, ensures that additional information on the associate can be found.
You can find more information in the transparency regime article.
Associate reference number (ARN)
After being entered for the first time as an associate, RCI will create an associate reference number (ARN). It is the responsibility of the recorded person or the person adding the RCI entry on their behalf to share this number with the associate.
Security declarations - making an associate’s details hidden in RCI
Associates who would be at risk or threat of violence or abuse, or intimidation may make a request that their details are hidden from search in RCI. This means anyone searching the register will not be able to view the associate’s details.
Associates can request that their details are excluded from RCI by creating a security declaration. They must provide supporting evidence. When an entry has been submitted to the keeper there is a 30 day period before the keeper must show the entry on the public register. During this period an associate may raise a security declaration to request their details be excluded upon the entry becoming available on the public register.
The security declarations article gives more details as well as information on how to make a request.
Duties of the associate
It is the duty of the associate:
- when they receive a request to provide/verify details from the recorded person they must confirm to the recorded person that they are (or are not) an associate and provide and verify the required details
- if any of the required details change or if the associate ceases to be an associate, they must inform the recorded person
- to inform the recorded person that they're an associate and provide details if the recorded person has not already asked them to do so
It is an offence if an associate does not, without reasonable excuse, comply with their duties. More information on possible penalties can be found in the offences article.
Information on the recorded person duties can be found in the duties article.
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