Agreement to Sell – Tenanted Commercial Property

स्टाम्प ड्यूटी

This is an agreement to sell, not a lease deed and not a conveyance, so it is charged the same way any other agreement to sell is charged in Punjab and in Chandigarh — the tenancy riding along with the property does not change the instrument's class. CHANDIGARH. Item 22 of the Chandigarh Administration's published stamp duty table prices an Agreement to Sell at 5% of the token or earnest money actually stated in it — not of the full price — with a registration fee of 1% of that token money, capped at Rs 10,000, plus a pasting fee of Rs 20. A number of property websites quote 6% instead of 5% for a Chandigarh conveyance-class instrument, and no notification resolving the two figures could be confirmed; budget for 6% and confirm the figure actually charged at the Sub-Registrar, UT Chandigarh, 30 Bays Building, Sector 17 before buying the stamp. PUNJAB. The Revenue Department's published fee table carries no row for an agreement to sell at all, which means the instrument is charged under Article 5 of Schedule I-A to the Indian Stamp Act, 1899 as it applies in Punjab — the general article for an agreement or a memorandum of an agreement. Take the draft to the Sub-Registrar or Joint Sub-Registrar of the tehsil in which the Property lies and confirm the Article 5 figure before buying the stamp; do not assume the Chandigarh percentage applies across that boundary. WHY THIS STAYS A PLAIN AGREEMENT TO SELL FOR STAMPING, WHICH IS NOT TRUE OF EVERY SALE OF A TENANTED PROPERTY. Where an agreement to sell hands the buyer possession before the Sale Deed, both offices may treat the instrument as, in substance, a conveyance and charge the higher Sale-or-Gift rate instead. That risk does not arise here. Clause 5 of this agreement is deliberate that no possession passes to the Buyer at any point before the Sale Deed — the Tenant's occupation continues without a break, under the Tenant, throughout. On that footing this agreement remains a plain agreement to sell for stamping in both places, and Clause 12 says so. The Lease itself was separately stamped when it was created, and if its own term or rent required it, separately registered then. This agreement does not require the Lease to be re-stamped, and does not itself attract duty on the rent the Lease carries — only on the earnest money stated in Clause 7.

रजिस्ट्री

An agreement to sell is not among the documents Section 17(1) of the Registration Act, 1908 makes compulsorily registrable, because under Section 54 of the Transfer of Property Act, 1882 it does not, of itself, create an interest in the Property. The one thing that displaces that general rule is Section 17(1A) — where a written contract is relied on to protect possession delivered to the buyer under Section 53A of the Transfer of Property Act, registration becomes compulsory. That provision has nothing to work with here: no possession passes to the Buyer under this agreement at all, so Section 17(1A) is not engaged, and registering this instrument remains the parties' choice rather than the law's requirement — though registering it is still worth doing, because a registered agreement sits on the Sub-Registrar's index where a later buyer's search will find it, and an unregistered one is invisible to everyone but the two parties. CHANDIGARH. If the parties do choose to register, present the document at the Sub-Registrar, UT Chandigarh, 30 Bays Building, Sector 17: documents are received between 12.00 noon and 1.00 pm, registration is carried out between 3.00 pm and 5.00 pm, and documents are returned about a week later between 9.00 and 11.00 am. PUNJAB. Present it, if registering, before the Sub-Registrar or Joint Sub-Registrar of the tehsil in which the Property lies; registration of this class of document is a one-day service under the Punjab Transparency and Accountability in Delivery of Public Services Act, 2018. THE LEASE'S OWN REGISTRATION IS A SEPARATE QUESTION FROM THIS AGREEMENT'S. A commercial lease for a term exceeding one year, or at a yearly rent, is itself compulsorily registrable under Section 107 of the Transfer of Property Act, 1882 read with Section 17(1)(d) of the Registration Act, 1908, and an unregistered lease of that kind cannot prove the tenancy under Section 49 of that Act. Clause 5 makes the Seller disclose whether the Lease was registered; that disclosure is about the Lease, and this Agreement to Sell being unregistered does not cure a defect in the Lease, just as the Lease being properly registered does not make this Agreement to Sell compulsorily registrable.

नोटरी

Not required by law. This agreement is valid once signed on properly stamped paper, and no statute requires a notary for it in Punjab or in Chandigarh. Notarisation is still worth the small cost where the agreement is not going for registration, because the notary's own register independently records who appeared and when, which is useful if a signature or a date is later disputed. In practice, notarisation is used more on the tenancy side of this transaction than on this agreement itself. The Tenant Estoppel Certificate and the Tenant Attornment Letter referred to in Clause 6 are commonly notarised, because they are signed by the Tenant — a person outside this agreement — and a notarial record of that signature is the cheapest independent evidence that the Tenant actually signed what it is later said to have signed.

गवाह

Not required by law for an agreement to sell as such, but both offices expect two witnesses in practice, and this agreement asks for two by name because a dispute over a tenanted sale is, even more than an ordinary sale, a dispute about who signed what and when. CHANDIGARH imposes a real qualification on the first witness where the document goes for registration: under paragraph 127 of the Punjab Registration Manual, the first witness must be known to the Sub-Registrar — in practice a councillor, a gazetted officer or an advocate for a sector property — and both witnesses must be known to each other. Choose that person before booking the appointment, not on the morning of it. PUNJAB follows the same Manual in substance: two identifying witnesses, adults, not parties to the agreement, each able to produce their own photo identification.