Part 1: Registration of Overseas Entities Schedule 4: Land ownership and transactions: Scotland Part 1: Amendments Land Registration etc. (Scotland) Act 2012 (asp 5)
Paragraph 2 of Schedule 4 to the Act provides that the LRSA 2012 is amended; the amendments are set out in paragraphs 3 to 8 of Schedule 4.
	Paragraph 3(a) of Schedule 4 provides for the amendment of section 21 (application for registration of deed) of the LRSA 2012 by inserting, in section 21(4), references to paragraphs 1 to 5 of the new schedule 1A to the LRA 2012. Section 21(1) provides that a person may apply to the Keeper for registration of a registrable deed. Section 21(2) provides that the Keeper must accept such an application if, at the date of the application, the applicant satisfies the Keeper that the general application conditions are met, subject to certain other conditions set out in paragraphs (a) – (c) of subsection (2). Section 21(3) provides that to the extent that the application does not satisfy the Keeper, the Keeper must reject the application. Section 21(4) as amended by paragraph 3(a) of Schedule 4 to the Act provides that section 21(2) is subject to section 45(5) and paragraphs 1 to 5 of the new Schedule 1A to the LRSA 2012. Paragraphs 1 to 5 of schedule 1A to the LRSA 2012 set out the circumstances where the Keeper must reject applications under section 21 of the LRSA 2012, applications to register notice of title, and cases where the Keeper must reject prescriptive applications.
	Paragraph 3(b) of Schedule 4 provides for the amendment of section 21 (application for registration of deed) of the LRSA 2012 by inserting, after section 21(4), a new subsection (5), which provides that schedule 1A makes provision about certain land transactions involving overseas entities.
	Paragraph 4 of Schedule 4 amends section 27 of the LRSA 2012 by inserting, after section 27(4), a new section 27(4A), which provides that section 27(3) is subject to paragraph 6 of schedule 1A to the LRSA 2012. Section 27 of the LRSA 2012 makes provisions for application for voluntary registration of unregistered land by the owner. Section 27(3) provides that the Keeper must accept an application under subsection (1) to the extent the applicant satisfies the Keeper that, as at the date of the application, the general application conditions and the conditions of registration in relation to voluntary registration are met. Section 27(3) is, by virtue of new subsection 27(4A), subject to paragraph 6 of schedule 1A, which provides that the Keeper must reject an application under section 27 of the LRSA 2012 made by an overseas entity unless the entity is a registered overseas entity or an exempt overseas entity.
	Paragraph 5 of Schedule 4 amends section 46 of the LRSA 2012 by changing the title of the provision so that it refers to the meaning of "dispositions" in certain provisions. Paragraph 5 also inserts a reference to the new schedule 1A of the LRSA 2012 to clarify the meaning of "dispositions" in that schedule with respect to transfers of ownership by virtue of compulsory acquisitions.
	Paragraph 6 of Schedule 4 amends the heading that precedes section 112 to "Offences".
	Paragraph 7 of Schedule 4 inserts, after section 112, a new section 112A into the LRSA 2012. Subsection (1) of the new section 112A provides that it is an offence for an overseas entity to grant a qualifying registrable deed and deliver it to a person if, by virtue of paragraph 2 of the new schedule 1A to the LRSA 2012, the Keeper would be required to reject an application under section 21 of the LRSA 2012 for registration of the deed. Where an overseas entity acts in breach of subsection (1), an offence is committed by the entity and every officer of the entity who is in default (subsection (3)).
	Subsection (2) of the new section 112A provides that a qualifying registrable deed is to be treated as having been granted for the purposes of subsection (1) even if at the time that it is delivered it has been executed by the overseas entity only.
	Subsection (4) of the new section 112A provides that nothing in section 112A affects the validity of a disposition made in breach of subsection (1). In other words, if an overseas entity that is not exempt grants and delivers to a person a qualifying registrable deed at a time when it is not a registered overseas entity, while the deed will not be capable of registration and the entity will have committed an offence, the validity of the deed itself will not be affected. This is intended to avoid situations where a potentially void, voidable or unenforceable transfer causes significant disruption to a chain of conveyances. Penalties for any person guilty of an offence under subsection (3) are set out in subsection (5).
	Subsection (6) of the new section 112A provides that sections 1121 to 1123 of the Companies Act 2006 apply for the purposes of defining the term "any officer in default" in section 112A. Subsection (7) provides that a reference to "an officer" includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of an overseas entity are accustomed to act. A person who gives advice in a professional capacity that is acted upon by the board of directors or equivalent management body of the overseas entity is not to be regarded as falling within subsection (7) by the reason only that their advice is acted upon (subsection (8)).
	Subsection (9) of the new section 112A defines the terms "overseas entity" and "qualifying registrable deed" for the purposes of section 112A. Overseas entity has the meaning given by section 2 of the Act and "qualifying registrable deed" means a registrable deed which is (i) a disposition; (ii) a standard security; (iii) a lease; and (iv) an assignation of a lease.
	Paragraph 8 of Schedule 4 amends section 116(2) of the LRSA 2012 by substituting the reference to "sections" for "provisions" and inserting a reference to paragraphs 2(5) and 7(5) of the new schedule 1A, where regulations made under those provisions will be subject to the negative resolution procedure.
	Paragraph 9 of Schedule 4 inserts the new schedule 1A into the LRSA 2012. Schedule 1A is explained below.