A minute of variation is a formal written document that changes the terms of an existing lease in Scotland. The landlord and tenant both sign it, and it amends specific clauses of the original lease, such as the rent, the term or the permitted use, while everything else stays the same. Properly signed and registered, it binds future landlords and tenants as well.
Commercial leases in Scotland are usually granted as a lease for a fixed term, often ten years or more, and circumstances change. This guide explains when a minute of variation is used, how it is drafted and signed, when it needs to be registered, the Land and Buildings Transaction Tax (LBTT) points to check, and the alternatives.
In brief
- A minute of variation amends an existing lease without replacing it. The original lease continues, as varied.
- It must be in writing and signed by both parties. Most are signed so they are self-proving under the Requirements of Writing (Scotland) Act 1995.
- If the original lease was registered in the Land Register or the Books of Council and Session, the minute of variation should be registered there too.
- Some variations, including a reduction in rent or term, or a payment for the variation, can trigger an LBTT return to Revenue Scotland.
- Major changes, such as adding new premises, may be treated as the grant of a new lease.
When is a minute of variation used?
Any lease term can be changed if the landlord and tenant agree. Common reasons for a minute of variation in a Scottish lease include:
- extending the term of the lease, or bringing the ish forward;
- changing the rent, the rent review dates or the review mechanism;
- removing or adding a break option;
- widening the permitted use clause so the tenant can change its business;
- changing repairing or service charge obligations after works;
- allowing an assignation or sub-letting that the existing lease does not permit;
- correcting errors or updating outdated provisions.
Where the tenant wants to stay longer, a minute of variation extending the term is often quicker and cheaper than negotiating a new lease. Our commercial lease extension solicitors can advise on which route suits you.
How a minute of variation is drafted and signed
A minute of variation usually follows a standard structure:
- Parties: the current landlord and the current tenant, plus any guarantor, whose consent is usually needed so the guarantee covers the varied lease.
- Narrative: details of the original lease and any earlier variations or assignations, including registration details.
- Variations: the specific clauses being changed, usually by deleting and substituting wording.
- Effective date: the date the changes take effect.
- Confirmation: a statement that the lease otherwise continues in full force.
- Consent to registration: where the lease is registered, so the minute can be registered for preservation and execution.
Because a lease of more than one year must be in writing, a variation of that lease must also be in writing (Requirements of Writing (Scotland) Act 1995, section 1). In practice, each party signs in front of a witness, or a company signs through a director and a witness, so the document is self-proving. Electronic signing is possible but registration requirements should be checked first.
Does a minute of variation need to be registered?
| Where the original lease is held | What to do with the minute of variation | Why |
|---|---|---|
| Land Register (lease over 20 years) | Register it against the lease title sheet | So the variation binds future owners of the landlord’s and tenant’s interests |
| Books of Council and Session | Register it there as well | So the official extract of the lease is complete and the landlord can use summary diligence for the varied rent |
| Not registered (lease of 20 years or less) | Keep it securely with the lease | A successor landlord or tenant will rely on it during due diligence |
Registers of Scotland treats a variation that adds premises as a new grant. If the original lease has 20 years or less left to run, only the parts relating to premises already registered can take effect through the Land Register, so additions should be planned carefully. Our guide to registering a commercial lease in Scotland explains the 20 year rule.
LBTT and Revenue Scotland
Most variations do not create a new lease for tax purposes, but some do have LBTT consequences, and an LBTT lease return may need to be notified to Revenue Scotland within 30 days of the effective date of the transaction. The effective date and the tax due can depend on whether the original lease is granted after an agreement for lease or missives of let, and on when the tenant first took occupation.
- Reduction in rent: treated as an acquisition by the tenant under Schedule 19, paragraph 29 of the Land and Buildings Transaction Tax (Scotland) Act 2013.
- Reduction in the term: treated as an acquisition by the landlord.
- Payment by the tenant for a variation: may be chargeable consideration.
- Rent increase: usually picked up in the next three-year lease review return rather than as a separate lease transaction.
- Extension of the lease: can change the LBTT position significantly, and in some cases the extended lease may be treated as a new lease, so it should be checked before signing.
- Transitional leases: for a lease granted before LBTT began on 1 April 2015, a variation that increases the rent or extends the term can bring the lease into LBTT for the first time.
If an LBTT return was submitted when the lease was granted, the three-year lease review cycle continues after the variation, and the next review return must reflect the varied rent. Our guide to commercial property LBTT covers lease returns in more detail.
Minute of variation or a new lease?
A minute of variation keeps the existing lease, so the original terms, history and any guarantees continue, and the lease may carry on to its original ish or a new one. A new lease starts afresh, which can be better where the existing lease is out of date or heavily amended already. Points to weigh up:
- Scale of change: a few amendments suit a variation. A full renegotiation suits a new lease.
- Additional premises: usually better documented as a new lease or a separate lease.
- Tax: the grant of a new lease has its own LBTT calculation, which may be higher or lower.
- Guarantors and lenders: their consent may be needed for either route.
- Clarity: after several variations, a lease can become hard to read. Some landlords insist on a new lease or a consolidated version.
Minute of variation, back letter or licence?
A back letter (or side letter) is a letter between landlord and tenant that relaxes a lease term, often temporarily, such as a rent concession. It is quicker to prepare, but it is generally personal to the original parties and may not bind a new landlord or tenant. A licence is a formal consent given under the lease, for example a licence for works or a licence to assign, and does not change the lease terms themselves. A minute of variation is the right document where the change is intended to be permanent and to bind successors.
Practical checklist
- Confirm the current landlord and tenant from the title or registers.
- Identify every earlier variation, assignation and back letter.
- Agree heads of terms for the change, including who pays costs.
- Check whether any lender or guarantor must consent.
- Check the LBTT position before signing.
- Sign so the document is self-proving, and register it where the lease is registered.
We act for landlords and tenants on lease variations across Scotland, and our commercial lease team can handle the drafting, signing and registration.
Frequently asked questions
Can a lease be varied by email in Scotland?
Not safely. A lease of more than one year must be varied in writing signed by the parties. Emails can record an agreement in principle, but a formal minute of variation should follow.
Does a minute of variation create a new lease?
Normally no. The original lease continues as varied. However, some changes, such as adding premises, can amount to the grant of a new lease in law or for registration.
Who pays for a minute of variation?
It is a matter for negotiation. The party asking for the change usually pays the other side’s reasonable legal costs and any registration dues.
Does the guarantor need to sign?
Usually yes. Without the guarantor’s consent, a variation can weaken or even release the guarantee.
Do I need an LBTT return for a minute of variation?
Sometimes. Reductions in rent or term, payments for the variation and some extensions can be notifiable. Your solicitor should check before the minute is signed.
Speak to a commercial lease solicitor
Whether you need to extend a lease, change the rent or tidy up old terms, we can prepare and register a minute of variation for you. Call us on 0141 471 9166 or book a free consultation.
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About the author
Scott Stevenson, Associate Director, Complete Clarity Solicitors
Scott Stevenson is an Associate Director at Complete Clarity Solicitors in Glasgow, the firm behind Business Lawyer Scotland. He studied at the University of Strathclyde and helps business owners and commercial clients work through practical legal problems. Colleagues value his calm, logical approach under pressure. Before law, Scott played football professionally from the age of 17, and he is now also a FIFA licensed football agent.
This guide reflects Scots law as at November 2026. It is general information, not legal advice for your circumstances.