General

The Keeper is under certain statutory duties in relation to the completion of title sheets. In terms of section 22(1)(a) of the 2012 Act, the content of an application must be such that the Keeper can comply with those duties. If the Keeper is unable to comply with the statutory duties then an application must be rejected in terms of section 21(3) of the Act.

It is a condition of registration of a deed that the registrable deed is valid. The parties to a registrable deed - granter, grantee and consenter (if any) - must be sufficiently described. If they are not, then the deed is invalid and the application for registration of the deed must be rejected.

In addition, in terms of section 7(1)(a), the proprietorship section of a title sheet must contain the name and designation of the proprietor (or in a lease title sheet, the tenant). In terms of section 8(1), the entry for the particulars of any heritable security affecting the right in land to which the title sheet relates must contain the name and designation of the creditor in the security. Where the proprietor, tenant, or creditor is a non-natural person (e.g. a company or local authority), the designation entered in either the proprietorship section or securities section must include a designation which meets certain minimum requirements. More rarely, this might be the case for a non-natural person who was entitled to enforce a personal real burden or other encumbrance entered in the burdens section of the title sheet.

The registrable deed and/or the application form must therefore supply the required information to be entered in the appropriate section of the title sheet.

Individuals

For an individual person, even one acting in a special capacity as a trustee for example, the minimum requirement for their designation to be sufficient is that they are designed by a forename, surname, and a postal address (residential or commercial/business).

Erskine’s Institutes state:

‘In every deed the parties to it, the granter and the grantee, must not only be mentioned by their names, but designed by proper additions; not basely as a solemnity but because no deed can have effect unless the parties be so described in it as to be distinguished from all others’.

Examples - acceptable designations for individuals

(For a granter, if their address has altered, usually their former address will be included as part of their designation)

Andrew Campbell, formerly residing at 35 Elgin Court, Banff and now at 12 Smith Street, Cullen
Christina Mitchell, residing at Carilliat, Johnston Terrace, Banff ...
Michael Ross, Barnes & Barnes Insolvency Practitioners, Darrell House, 1014 George Smith Street, Glasgow, Trustee in Sequestration of ...
Wacława Nowakowska, residing at 114 Captain Moore Road, Peterhead, Executor-Nominate of ...
Katherine Anderson, residing at Monty, 45 Hosta Road, Inveronochy and John Brown, residing at 165 Eaton Place, Inveronochy, holders respectively of the offices of Chairman and Treasurer for the time being of Inveronochy Swimming Club ...
Andrew Campbell and Christina Mitchell, both residing at 23 Acacia Avenue, Inveronochy
Andrew Campbell and Christina Mitchell, spouses, residing at 23 Acacia Avenue, Inveronochy
Andrew Campbell and Ahmed M’Wada, civil partners, residing at 23 Acacia Avenue, Inveronochy
Andrew Campbell and Ahmed M’Wada, spouses, residing at 23 Acacia Avenue, Inveronochy

If there are joint granters or grantees and the deed does not design the parties as "spouses", "civil partners", "both residing at" or "residing together at", consideration must be given to the designation of the first party.

E.g. deed states: "... A and B, residing at ..."

In this scenario, A's designation is not 100% clear, but it is a reasonable assumption that the intention in drafting the deed was that the designation relates to both A and B.

Accordingly, provided there is no contrary indication as to A's designation on the application form, the entry in the proprietorship section should state "both".

However, if the form indicates that A’s designation is not as stated in the deed, then the deed is invalid due to A not being designed and the application should be rejected.

Consentors

Regarding a consenter not being designed in a deed:

Where the consent does not affect the validity of the deed (for example consent for the purposes of the Matrimonial Homes (Family Protection) (Scotland) Act 1981 as amended, the Civil Partnership Act 2004, and the Civil Partnership (Scotland) Act 2020) then the deed can be accepted for registration.

Where the consent may affect the validity of the deed (for example where a party consents as owner of a property being burdened by real burdens/servitudes created within the deed to which they are otherwise not a party) then the deed should be referred to Policy Section via your referral officer.

If the registrable deed has a granter or grantee who is an individual but the deed does not specify a forename, surname and address, you should refer the case for consideration by your referral officer for rejection as the registrable deed may not be valid.

Non-natural Persons

For a non-natural person such as a company or a local authority, the minimum requirement for the content of the deed to be valid is that there is a name specified in the deed for each non-natural person who is a granter or grantee. It is the responsibility of the submitting agent to accurately reflect the name of the party. Only in exceptional circumstances will the Keeper reject an application because a company is not correctly named (e.g. if processing multiple applications involving the same party and one is at variance - in such instance the application should be referred for consideration as to whether it is possibly correctly drawn for a different party). For a deed to be acceptable for registration the non-natural person must be designed to provide they are identifiable against all other persons (with the exception of Scottish Local Authorities or other statutory bodies).

In most cases, more information will be included in the registrable deed, for instance, the registered number of a company incorporated under the Companies Acts will be specified or the Act under which the body was constituted will be specified. Such additional information is not an essential for the registrable deed to be valid, but it is necessary for registration to proceed because the 2012 Act has a minimum requirement for the content of the title sheet in respect of the designation of a non-natural person entered as proprietor or tenant or heritable creditor or as a person entitled to enforce a personal real burden or encumbrance shown in the burdens section.

Section 113(1) of the Act sets out a definition of designation for a non-natural person which includes the following requirements:

(a) where the person designated is not a natural person -

(i) the legal system under which the person is incorporated or otherwise established,

(ii) if a number has been allocated to the person under section 1066 of the Companies Act 2006 (c.46), that number, and

(iii) any other identifier (whether or not a number) peculiar to the person.

See Examples of some commonly encountered corporate body types below

The name and address of the non-natural person is sufficient for the registrable deed to be valid, but registration officers should also consider whether, if they are entering a non-natural person as the proprietor or tenant or heritable creditor or person entitled to enforce a personal real burden or encumbrance in a title sheet, they have sufficient information to complete their designation in the title sheet i.e. company number must also be provided as part of the application.

Foreign companies

Foreign businesses may enter the Scottish property market either to acquire heritable property or to provide loans to be secured over heritable property. Foreign companies (i.e. companies incorporated outside England, Scotland, Wales or Northern Ireland) may cause some difficulties in their execution of deeds relating to heritable property in Scotland; many countries have rules about company execution which differ from the UK rules. Further information on the execution requirements of these bodies and guidance on the difference between Foreign Companies and Foreign Partnerships is provided within the section on Foreign companies on the page Authentication of Registrable Deeds.

What is a 'legal system'?

The "legal system" under which a non-natural person is established might be, for example, reference to the country or other state (e.g. a US state or other constituent part of a country) or to a piece of legislation.

If the non-natural person is a UK limited company under the Companies Acts or a limited liability partnership under the Limited Liability Partnerships Act 2000, the entry in the proprietorship section or securities section must include the number allocated to them e.g. the company number in the case of a limited company. This applies to all UK companies regardless of whether they are known to us or not and will enable us to identify the correct lender on the LRS picklist.

However, it is sufficient for larger lenders that are known to us (such as Bank of Scotland Plc or Clydesdale Bank Plc) to simply state the company number in the body of the deed or on the application form without the need for the legal system to be stated as this should already be in our knowledge from the picklist entry on the LRS.

For all other companies the position is as follows:

For Scottish companies - it will be acceptable if the application form or deed itself provides us with the company number with the prefix SC. This is because this prefix is unique to Scottish companies and is therefore sufficient to indicate the legal system under which the company is incorporated.
For non-Scottish companies - the deed or application form must provide the legal system in addition to the company number. This may take the form of 'a company incorporated under the companies act' or 'registered in England/Northern Ireland' etc., however it may also include the registered office address from which the legal system it is established under may be extrapolated.
Where there is no SC number and no registered address or legal system information, the application must be rejected.

Although the registrable deed and/or the application form must supply the required information to be entered in the appropriate section of the title sheet, in the case of a non-natural person (other than a limited company under the Companies Acts or a limited liability partnership under the 2000 Act), where no allocated number is supplied in the deed or form then, it will be assumed in reliance on the certification of the application that no such number exists for that non-natural person.

The terms "constituted", "registered" "incorporated", or "established" can be used interchangeably to mean the same thing. A registration officer should not reject an application on the basis that a deed or application uses a different wording to the examples given below.

The examples given below are not intended to be definitive or prescriptive. They are intended to give information about the known acceptable variations for some commonly encountered UK corporate body types and some examples for limited numbers of foreign companies or corporate bodies, particularly in relation to the requirement for a "legal system".

Examples of some commonly encountered corporate body types

It is not possible to provide all acceptable variations of "legal system" for all non-natural persons that a registration officer may encounter. Usually, "legal system" will mean reference to incorporation/establishment/constitution in a country or a state (e.g. a US state) or to a piece of legislation.

It is intended to give examples to allow an officer to identify whether, in an unusual case, the information included might be acceptable for the legal system of a non-natural person. If the registrable deed contains a variation or makes reference to a non-natural person for which an example is not provided, and the officer is uncertain whether there is sufficient information, they should refer the application to their referral officer.

2012 Act requirements for content of designation of proprietor, heritable creditor or more rarely person entitled to enforce personal real burden or other encumbrance

Building Society

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. "incorporated under the Building Societies Act 1986" or "incorporated under the Building Societies Acts" or "incorporated in Scotland" or "incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)""	N/A	Principal office, head office, chief office or other address (if given).

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established

If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet

Designation in the title sheet may include any other identifier (whether or not a number)

e.g. "incorporated under the Building Societies Act 1986"

"incorporated under the Building Societies Acts"

"incorporated in Scotland"

"incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)""

N/A

Principal office, head office, chief office or other address (if given).

Company registered under the Companies Acts (other than large lenders that are known to us or Scottish companies using an SC number)

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. "a company incorporated under the Companies Acts" or "a company incorporated in Scotland" or "a company incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)"	e.g. "Registered Number SC335887" or "allocated number SC335887"	Registered office or other address (if given). Further, if a charitable number is given for a company which is a registered charity in Scotland or England and Wales then that charity number can also be included in their designation in the title sheet.

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established

If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet

Designation in the title sheet may include any other identifier (whether or not a number)

e.g. "a company incorporated under the Companies Acts"

"a company incorporated in Scotland"

"a company incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)"

e.g. "Registered Number SC335887"

"allocated number SC335887"

Registered office or other address (if given).

Further, if a charitable number is given for a company which is a registered charity in Scotland or England and Wales then that charity number can also be included in their designation in the title sheet.

Foreign company/corporate body

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. "incorporated under the law of Bermuda" "incorporated in the Netherlands" "incorporated under the Companies (Jersey) Laws 1991" "a Luxembourg societe a responsabilitie limitee registered with the Luxembourg register of trade and companies" "incorporated in Luxembourg"	N/A	Company or other corporate body number (if given) and/or registered office or other address (if given).

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established

If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet

Designation in the title sheet may include any other identifier (whether or not a number)

e.g. "incorporated under the law of Bermuda"

"incorporated in the Netherlands"

"incorporated under the Companies (Jersey) Laws 1991"

"a Luxembourg societe a responsabilitie limitee registered with the Luxembourg register of trade and companies"

"incorporated in Luxembourg"

N/A

Company or other corporate body number (if given) and/or registered office or other address (if given).

Limited liability partnership (2000 Act)

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. "a limited liability partnership constituted under the Limited Liability Partnerships Act 2000" or "a limited liability partnership incorporated in Scotland" or "a limited liability partnership incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)"	e.g. "Registered Number SO301485" or "allocated number SO301485"	Registered office or other address (if given).

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established

If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet

Designation in the title sheet may include any other identifier (whether or not a number)

e.g. "a limited liability partnership constituted under the Limited Liability Partnerships Act 2000"

"a limited liability partnership incorporated in Scotland"

"a limited liability partnership incorporated ...(e.g. reference to UK, Great Britain or UK constituent part)"

e.g.

"Registered Number SO301485"

"allocated number SO301485"

Registered office or other address (if given).

Scottish local authority

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. "incorporated under the Local Government etc. (Scotland) Act 1994	N/A	Principal or other address (if given).

Other UK corporate bodies

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established	If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet	Designation in the title sheet may include any other identifier (whether or not a number)
e.g. The Church of Scotland General Trustees- "incorporated under the Church of Scotland (General Trustees) Order Confirmation Act 1921" The Court of Edinburgh Napier University- a statutory incorporation constituted in terms of the Napier College of Commerce and Technology (Number 2) Regulations 1985	N/A	Office or other address (if given). Further, if a charitable number is also given in the application for a UK corporate body which is a registered charity, that charity number can also be included in their designation in the title sheet.

Designation in the title sheet must include the legal system under which the person is incorporated or otherwise established

If the person has a number allocated under section 1066 of the Companies Act 2006 it must be included in the designation in the title sheet

Designation in the title sheet may include any other identifier (whether or not a number)

e.g. The Church of Scotland General Trustees- "incorporated under the Church of Scotland (General Trustees) Order Confirmation Act 1921"

The Court of Edinburgh Napier University- a statutory incorporation constituted in terms of the Napier College of Commerce and Technology (Number 2) Regulations 1985

N/A

Office or other address (if given).

Further, if a charitable number is also given in the application for a UK corporate body which is a registered charity, that charity number can also be included in their designation in the title sheet.

If the registrable deed has a granter or grantee who is a non-natural person but the deed does not specify a name, you should refer the case for consideration by your referral officer for rejection as the registrable deed may not be valid.

Special Parties

Where a registrable deed designs a person with a noble title (e.g. XY, the Earl/Marquis/Countess of...., etc) this may be sufficient to identify them from all other natural persons such that the deed is a valid deed. Applications where such a deed is encountered should be referred.

Examples - acceptable designations for special parties

His Majesty
the Scottish Ministers
the Secretary of State for Defence
the Accountant in Bankruptcy

A designation should be entered in the title sheet for all public bodies, other than the special parties listed above. In cases of doubt a referral should be made.

SCOTTISH MINISTERS acting through Communities Scotland, Head Office at Thistle House, 91 Haymarket Terrace, Edinburgh EH12 5HE
SCOTTISH MINISTERS, c/o Link Homes 2001 Limited, Watling House, Callendar Business Park, Falkirk FK1 1XR
SECRETARY OF STATE FOR DEFENCE, c/o Director of Naval Pay and Pensions (Accounts), HMS Centurion, Grange Road, Gosport, Hants
SECRETARY OF STATE FOR DEFENCE, c/o Director, Armed Forces Personnel Administration Agency (Centurion) Centurion Building, Grange Road, Gosport, Hants
SECRETARY OF STATE FOR DEFENCE, c/o PPPA (TSAS), AFPAA(C), Centurion Building, Grange Road, Gosport, Hampshire PO13 9XA
SECRETARY OF STATE FOR DEFENCE, c/o JPAC (LSAP), SPVA(C), Centurion Building, Grange Road, Gosport, Hampshire PO13 9XA

An application may contain a designation for a special party where they are the creditor in a standard security. In such cases the designation should be included in the securities section entry. Examples include those listed above, which are available on the LRS creditor code drop down list.

Take care when the creditor in a standard security is a special party. From time to time, you may encounter occasions where the standard security omits a designation which has been provided in the application. In such cases you should always enter the fullest version of the designation from the application form.

Designation of Parties in a Special Capacity

Persons who are acting in a trust capacity (including trustees for a firm) will be individually named and designed in the proprietorship section or securities section as appropriate, by the address given in the disposition, notice of title or heritable security. In addition, the proprietorship section or securities section must disclose their capacity within the trust as specified in the registrable deed. Registration officers must reflect the deed and they must not omit any material words, especially within the destination, even where there appears to be repetition.

No special requirement is imposed as regards designation of the person, trust, or unincorporated association or club on whose behalf the property is being held by the people holding in a special capacity. The persons holding as trustee are the proprietors with the real right. Whilst designation of a principal (the association/club or trust etc) in the registrable deed is best practice, it is not essential and the registration officer does not require to enter designation information for that principal unless the registrable deed provides it. For instance, the rules about Non-Natural Persons designation in a proprietorship section do not apply to a principal who is a non-natural person, because the principal is not the registered proprietor: rather, the persons holding as trustees for that non-natural person are. If the registration officer is uncertain whether there is a sufficient designation, they should refer the application.

Testamentary trustees will be narrated as such in the proprietorship section. Executors ‘nominate’ and executors ‘dative’ should be reflected when this is revealed in the application: the name and designation of the deceased will be reflected in the proprietorship section. The deed nominating the executor(s) will not be referred to in the proprietorship section.

For trustees acting under inter vivos trusts, the name and date(s) of the relevant trust deed(s) and the name and designation of the truster will also be entered.

Examples - acceptable designations for parties acting in a special capacity

A (design) and B (design) and the survivor of them and the executor of the last survivor as Testamentary Trustees of C (design)
A (design), B (design) and C (design) as Trustees acting under Trust Deed by D (design) dated…
A (design), B (design) and C (design) the partners of Firm X (design) as trustees for the firm and the partners thereof present and future and their successors in office as such trustees and the survivors and survivor of them
A (design), B (design) and C (design) as Chairman, Secretary and Treasurer and their respective successors in office as Trustees ex officiis for the DF club, (design of the club)
A (design) and B (design) as Executors of C (design)
Fred Binnie (design) and Scottish Mutual Investment plc (design) as Trustees of the In Line Retirement Benefit Scheme (design).
Sippdeal Limited (design) as scheme trustee and Tom Wetherspoon (design) as member trustee of the Sippcentre SIPP re said Tom Wetherspoon constituted under Master Trust Deed dated (as amended)

Trustees of a Church of Scotland congregation or the Church of Scotland General Trustees

Since their incorporation in 1921, the Church of Scotland General Trustees hold title to heritable property on behalf of the various committees, trusts, etc within the Church. A disposition in terms of the Church of Scotland (General Trustees) Order Confirmation Act 1921 will normally narrate that the consideration has been paid by the trustees of the specific trust. The dispositive clause will go on to state that the subjects are disponed to The Church of Scotland General Trustees incorporated by The Church of Scotland General Trustees Order Confirmation Act 1921 for behoof of the Trustees of [the individual trust]. In such circumstances, the proprietorship section should follow the style of the dispositive clause in full, including the designation of the individual trust on whose behalf the General Trustees hold title.

The Act does not require the individual trustees to be named or designed. Consequently, they are not normally named or designed in the disposition and they should be omitted from the proprietorship section of the title sheet.

Conveyances of properties which will be used in conjunction with the operation of a local Church of Scotland often include a number of conditions which affect the disponees [grantees] and take the form of a trust arrangement between the disponees [grantees] and the internal government of the Church of Scotland. In particular such conveyances often include conditions to the effect that the property is to be held for the behoof of the Church of Scotland and in accordance with the constitution of the Church of Scotland, as well as that the management and disposal of the property will be subject to the regulation and direction of the General Assembly of the Church of Scotland.

These conditions are not real burdens as such. Nevertheless, in consultation with the Church of Scotland General Trustees, it has been agreed that it is appropriate to draw the attention of a person examining a title sheet that such an arrangement is in place. Therefore, in terms of section 10(2)(e) of the Act which provides discretion to enter in the title sheet such information as the Keeper considers appropriate, it has been agreed to make reference to the existence of these conditions in the proprietorship section of a title sheet, provided they are contained in the deed inducing registration. For example, if the grantees are the trustees ex officio of a local congregation, then the entry for the Proprietor will read as follows:

"A (design), B (design) and C design, respectively Minister, Session Clerk and Finance Convener of X Church of Scotland Congregation and as such Minister, Session Clerk and Finance Convener, Trustees ex officiis for the said Congregation, and by virtue of the Disposition by X to the said A, B and C registered in the Land Register on [ ], for the behoof of the Church of Scotland and the purposes therein specified."

The wording should reflect that used in the deed. Any similar clause contained in a deed that is not the deed inducing registration should not be included in the title sheet. As stated previously, this clause is not creating a real burden or condition that would run with the land.

The Free Church of Scotland and its congregations

Most dispositions in favour of the Free Church of Scotland include trust provisions, which run to over a page in length. These are known as model trust deed provisions, and will refer to a disposition in favour of John Cadell registered in the Books of Council and Session on 13 November 1844. Section 10(2)(e) of the Act gives the discretion to enter in the title sheet such other information as the Keeper considers appropriate; the Keeper has previously agreed that a shortened version of the terms will be inserted in the entry in the proprietorship section, as follows:

"A (design), B (design), C (design) and D (design) as trustees for the Congregation of the xxxx Free Church of Scotland and their successors and assignees whosoever in trust always for the ends, uses and purposes contained in and referred to in the Disposition by X to (said) A, B, C and D registered in the Land Register on dd/mm/yyyy."

If there is no reference made within the disposition to the model trust deed provisions then the usual details will be entered in the proprietorship section as normal.

Trustees for investment schemes

Examples of these include funds managed by investment companies on behalf of groups of individuals and funds managed for private pension schemes. While there will always be a beneficiary of a trust, it may not always be apparent who that is from the terms of the deed submitted for registration with the arrangements being governed by the background deed that constituted the trust. It is important to reflect the terms of the deed, which may require the inclusion of details of the trust deed in the title sheet entry. However, trust deeds are frequently subject to amendment as trustees are assumed or resign. It may be possible to reflect this in the title sheet entry by referring to the "as constituted by Trust Deed (as amended)".

In Self Invested Pension Plans, the party whose investment is being managed will frequently be a trustee.

Examples

Janis Jane Young (design) and Lothian Mutual Investment plc (design) as Trustees of In Line Retirement Benefit Scheme (design).

Tippdeal Limited (design) as scheme trustee and Tom Wetherall (design) as member trustee of the Tippcentre SIPP re said Tom Wetherall constituted under Master Trust Deed dated (as amended).

Other trusts have more complex structures with nominee companies under the trust operating through a funding company.

Examples

Bank of Alba Nominees (design) and ABC Nominees (design) in their capacity as nominees for and on behalf of Alba Building Society plc (design) as Trustee of the Building R Us Property Unit Trust.

Nominee companies

On occasion, title will be taken in a complex ownership structure: two examples are given below.

Example 1

BRITISH OVERSEAS BANK NOMINEES LIMITED ……… and WGTC NOMINEES LIMITED ……. as Nominees for and on behalf of THE ROYAL BANK OF SCOTLAND PLC as Trustee of The Skandia Property Fund and not otherwise on behalf of The Skandia Property Fund.

Example 2

CIP SLI UKPF NOMINEE NO 1 LIMITED ……and CIP SLI UKPF NOMINEE NO 2 LIMITED as nominees for CITIBANK INTERNATIONAL PLC…..as depositary (and not otherwise) of STANDARD LIFE INVESTMENT COMPANY IV on behalf of STANDARD LIFE INVESTMENTS UK PROPERTY FUND.

In both examples, several apparent 'tiers' exist: in Example 1 there are three tiers:

Tier 1: companies hold the property as nominees for ...
Tier 2: a further company, acting as a trustee or depositary for ...
Tier 3: a further body that may be a property fund or some other body.

Example 2 above arguably has a 4th tier. Other examples have been identified where tier 1 is a person holding as trustee for a person in tier 2 who is stated to be the nominee of a third party at tier 3.

Keeper's obligation

Section 7(1)(a) of the 2012 Act requires the Keeper to make an entry in the proprietorship section of the title sheet disclosing the name and designation of the proprietor. Section 113(1) specifies that if the proprietor holds in a special capacity, then the designation to be entered in the title sheet must include a description of that capacity. To meet these requirements, all these tiers of information must be entered in the proprietorship section of the title sheet.

Example proprietorship section - nominee

company name, legal system, company number and address
details of capacity in which land is held
consideration (monetary or otherwise)
the date of entry

Example disposition

We, NORTHSOUTH DEVELOPMENTS, incorporated under the Companies Acts (Registered No. SC267389) and having our registered office at ... heritable proprietors of the subjects and others hereinafter disponed IN CONSIDERATION of the sum of ELEVEN MILLION SIX HUNDRED THOUSAND POUNDS STERLING (£11,600,000) exclusive of Value Added Tax paid to us by BRITISH ISLAND BANK NOMINEES LIMITED, a company incorporated under the Companies Acts (Registered Number: 06235425) and having its registered office at 121 Albert Road, Birmingham, B4 4CC in their capacity as nominee for and on behalf of National Bank plc, incorporated under the Companies Act (Registered Number 64518693), themselves as trustees and not otherwise of the HENDRY UK PROPERTY UNIT TRUST (The Purchaser") of which sum we hereby acknowledge receipt and discharge them and HAVE SOLD and DO HEREBY DISPONE to the Purchaser and its successors and assignees whomsoever heritably and irredeemably ALL and WHOLE the subjects known as The Great Big Retail Park, Aberdeen, AB52 7CX registered in the Land Register of Scotland under Title Number ABNxxxx; with ENTRY and VACANT POSSESSION as at 8 April 2015 And...

Resulting proprietorship section

Entry No.	Proprietor	Date of Registration	Consideration
1	BRITISH ISLAND BANK NOMINEES LIMITED incorporated under the Companies Acts (Registered Number: 06235425) registered office at 121 Albert Road, Birmingham, B4 4CC as nominee	22 May 2015	£11,600,000 exclusive of VAT Date of Entry 8 Apr 2015

Example proprietorship section - nominee as trustee

company name, legal system, company number and address
details of capacity in which land is held
consideration (monetary or otherwise)
the date of entry

Example disposition

We, NORTHSOUTH DEVELOPMENTS, incorporated under the Companies Acts (Registered No. SC267389) and having our registered office at ... heritable proprietors of the subjects and others hereinafter disponed IN CONSIDERATION of the sum of ELEVEN MILLION SIX HUNDRED THOUSAND POUNDS STERLING (£11,600,000) exclusive of Value Added Tax paid to us by BRITISH ISLAND BANK NOMINEES LIMITED, a company incorporated under the Companies Acts (Registered Number: 06235425) and having its registered office at 121 Albert Road, Birmingham, B4 4CC and TGWC NOMINEES LIMITED, a company incorporated under the Companies Acts (Registered Number: 08346347) and having its registered office at 121 Albert Road, Birmingham, B4 4CC both in their capacity as nominees and trustees for and on behalf of Channel Islands Bank, registered in the Channel islands under number CI9876, themselves as trustees and not otherwise of the HENDRY UK PROPERTY UNIT TRUST (The Purchaser") of which sum we hereby acknowledge receipt and discharge them and HAVE SOLD and DO HEREBY DISPONE to the Purchaser and its successors and assignees whomsoever heritably and irredeemably ALL and WHOLE the subjects known as The Great Big Retail Park, Aberdeen, AB52 7CX registered in the Land Register of Scotland under Title Number ABNxxxx; with ENTRY and VACANT POSSESSION as at 8 April 2015

Resulting proprietorship section

Entry No.	Proprietor	Date of Registration	Consideration
1	BRITISH ISLAND BANK NOMINEES LIMITED incorporated under the Companies Acts (Registered Number: 06235425) registered office at 121 Albert Road, Birmingham, B4 4CC and TGWC NOMINEES LIMITED incorporated under the Companies Acts (Registered Number: 08346347) registered office at 121 Albert Road, Birmingham, B4 4CC equally between them as nominees and trustees of Channel Islands Bank registered in the Channel islands under number CI9876	22 May 2015	£11,600,000 exclusive of VAT Date of Entry 8 Apr 2015

Updating titles - rectification

The Keeper may receive requests for rectification to update the upper-tier information shown in the proprietorship section as a result of off-register changes in the ownership structure. As a change to the upper-tier information does not represent a transfer of the proprietary right (the nominee companies shown at "Tier 1" remain the owners), but simply a change in designation, the Keeper will rectify provided sufficient evidence of this change is submitted in support of the request.

Updating titles - live applications

Legal settlers should be aware that deeds granted in respect of a title already held by a nominee company arrangement may show the granter by way of an updated description of the arrangement as a result of an off-register change. In this situation the Certification of Links in title question in the application form may be answered either "yes" or "no", and the application should not be rejected in relation to this question. The proprietorship section should also be updated as part of the live application.

Change of trustees

See Names and Changes of Name in the Proprietorship and Securities Sections

If the name of either an individual or a non-natural person who is a party to the registrable deed is omitted or there appears to be a partial omission or gap, you should refer the case for consideration by your referral officer for rejection as the registrable deed may not be valid.

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