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Fit-Out Agreement and Landlord's Consent to Works

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Also called

  • Fit-Out Agreement
  • Landlord's Consent to Works
  • Licence to Alter
  • Licence for Alterations
  • Consent to Alterations Letter
  • Fit-Out Letter
  • Fit-Out NOC
  • NOC for Interior Works

When you need it

A tenant almost always must build out a leased space, and almost every lease bars alterations without landlord consent — this is that consent plus the fit-out terms: approved scope/drawings, window and rent-free status, contractor access, statutory approvals, insurance, security, and what happens to the fit-out at lease-end. Supplemental to an existing lease — sign that first if none exists.

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Not for residential premises; works adding floor area or altering structure (a development arrangement); a landlord-built fit-out recovered from the tenant (a works contract); or an unregistered Lease over a year — s.49 keeps it from evidence, risking a month-to-month tenancy (s.106) with no term for the fit-out spend to sit against. Register the Lease first. Leans landlord-side, with named tenant protections.

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You can fill this one in on this site, and read the whole draft on screen before you decide anything about it. It is a carefully drafted template; it is not advice about your own facts.

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See stamp duty, registration and witnesses

What follows is the position for this kind of document. The amount is set by the state the property is in and it changes, so the figure for your own state is worth confirming at the sub-registrar’s office before you pay anything.

Stamp duty

Stamp as an agreement (Article 5, most States) — a flat Rs 20-500. Real risk: if it reads as granting possession or its own rent-free term, the Collector can treat it as a lease and levy ad valorem duty (Article 36/30/35), computed on rent/term/deposit — Clause 11.3 prevents that. Keep the fit-out period inside the registered Lease. Stamp each counterpart; e-stamp where offered.

Registration

Not compulsorily registrable as drafted — s.17(1)(d)/s.107 catch leases over a year; this Agreement creates no interest (Clause 11.3). Cautions: read as extending the term, it becomes registrable (s.49 bars proof); in Punjab and Chandigarh a so-called licence that is in substance a lease is treated as one. The common failure is upstream: an unregistered Lease over a year is barred by s.49 from proving the term, risking a month-to-month tenancy (s.106) with your fit-out spend unsupported. Register the Lease first; safest to annex and register together.

Notarisation

Not required, cures nothing — notarise only where an authority asks for it with the fit-out application. What matters is signing authority: board resolution, LLP authority, partnership letter, trust instrument. A POA signatory needs it adequately stamped, possibly registered if coupled with possession.

Witnesses

Two witnesses is standard, expected if ever registered; no statute compels it otherwise, but attested execution is easier to prove (Bharatiya Sakshya Adhiniyam 2023). Not parties or their signatories, full name/address/ID. Both Parties should initial every page, Schedule A and every approved drawing — unmarked drawings are the commonest later dispute.

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FIT-OUT AGREEMENT AND LANDLORD'S CONSENT TO WORKS

This Fit-Out Agreement and Landlord's Consent to Works is made at Bengaluru on 1 April 2026.

BETWEEN

Meridian Estates Private Limited, a company incorporated under the Companies Act, 2013, having its address at X, PAN AABCM1234F (the "Landlord", which expression includes its successors in interest and permitted assigns);

AND

Northline Analytics India Private Limited, a company incorporated under the Companies Act, 2013, having its address at X, PAN X, GSTIN X (the "Tenant", which expression includes its successors in interest and permitted assigns).

The Landlord and the Tenant are each a "Party" and together the "Parties".

RECITALS

A. By a Lease Deed dated 2 April 2026 between the Parties, registered as Document No. 4127/2026, Sub-Registrar, Bengaluru South (the "Lease", which term includes a leave and licence agreement where that is the instrument named above), the Landlord granted the Tenant the right to occupy the premises described in Clause 1.1 (the "Premises") in the building of which the Premises form part (the "Building"), for a term expiring on 3 April 2026.

B. The Tenant wishes to carry out interior fit-out works at the Premises to make them fit for its business, and has asked the Landlord for consent to those works.

C. The Landlord is willing to consent on the terms set out below, and the Parties wish to record the terms on which the fit-out period is granted.

D. This Agreement records that consent and those terms. It is supplemental to the Lease. It does not vary the Lease except where it says so, and it does not create, transfer or enlarge any interest in the Premises.

IT IS AGREED AS FOLLOWS

1. THE PREMISES AND THE WORKS

1.1 The Premises are: Unit 402, Fourth Floor, North Wing, Sterling Tech Park, Plot No. 21, Outer Ring Road, Bengaluru 560103, admeasuring 12,450 sq ft chargeable area (8,715 sq ft carpet).

1.2 The Premises are handed over to the Tenant for fit-out as follows: Bare shell — structure, external envelope and floor slab only, with no services inside the Premises.

Landlord's works. On or before 5 April 2026 the Landlord shall complete the following at its own cost, and the Premises shall not be treated as handed over until it has done so: Sprinkler mains and drops at 3.2 m grid; two 100 kVA power points at the Premises entry; toilet cores complete and commissioned; passenger and service lifts operational.

1.3 The "Works" means the fit-out works described in Part 1 of Schedule A, carried out in accordance with the drawings listed in Part 2 of Schedule A as approved by the Landlord (the "Approved Drawings").

1.4 The Works do not involve any alteration, cutting, coring or loading of the structure, facade, roof, core or any load-bearing element of the Building.

What this document is for

A commercial tenant that needs to build out a leased space — partitions, flooring, electrical and HVAC work, signage — almost always needs the landlord’s written consent first, because nearly every lease bars alterations without it. This document is that consent, combined with the fit-out terms themselves: exactly what work is approved, on which drawings, over what period, and on what basis the tenant gets access to start work before or alongside paying rent.

It is supplemental to an existing lease or leave and licence, not a replacement for one — sign the lease first if none exists yet. It also fixes who owns the fit-out and what happens to it when the lease eventually ends, which is the clause most fit-out disputes actually turn on.

Before you use this — check the lease is registered, and keep this agreement from becoming one

This document is deliberately drafted so that it creates no interest in the premises and grants no possession of its own — that is what keeps it stamped as a flat-fee agreement rather than as a lease charged ad valorem on rent, term and deposit. If it in substance reads as extending the tenant’s occupation, or as granting its own rent-free term beyond what the lease already allows, a Collector can treat it as a lease instead, with a materially higher duty. Keep the fit-out period inside the term the registered lease already grants, and do not let this agreement drift into being the document that actually gives the tenant the space.

The more common failure is upstream of this document altogether: where the lease itself is for a term of more than a year and was never registered, section 49 of the Registration Act, 1908 keeps it out of evidence, which can leave the tenant with no more than a month-to-month tenancy under section 106 — and a fit-out budget with no secure term to sit against. Register the lease first, and consider annexing and registering this agreement together with it, rather than signing this consent on the strength of an unregistered lease.

Stamp paper and registration

Stamp paper needed

Yes

Typical stamp duty — Punjab

Ask us — This template is stamped as a flat-fee agreement under the general agreement article most states use, commonly a small amount, rather than as a lease — but it has not been localised to Punjab’s own schedule, and the real risk is not the fee itself so much as whether the document is recharacterised as an agreement to lease if it effectively extends occupation. Confirm both the current fee and that risk before signing.

Typical stamp duty — Chandigarh

Ask us — Same reason as Punjab — this template has not been localised to Chandigarh’s own schedule, so confirm the current flat fee and the same recharacterisation risk locally before signing.

Registration at the Sub-Registrar

No — Not compulsorily registrable as drafted, because it creates no interest of its own — but this depends on the fit-out period genuinely sitting inside the term the lease already grants, rather than extending it. Where the lease itself required registration and was not registered, that is a separate, more serious problem: section 49 of the Registration Act, 1908 keeps an unregistered lease out of evidence, and this agreement’s own consent is only as good as the lease it supplements. Register the lease first.

Notary or witnesses

Not required, and notarising it cures neither an unregistered lease nor a wrong stamp article — notarise only where a statutory authority specifically asks for it alongside a fit-out or occupancy application. Two witnesses is standard practice, particularly if the document is ever registered; both parties should also initial every page, Schedule A and every approved drawing, since an unmarked drawing is the most common source of a later dispute about what was actually agreed.

What you will need before you start

  • The existing Lease, Agreement to Lease or Leave and Licence Agreement this consent supplements — its date, and its registration particulars if it is registered
  • Confirmation the lease is itself registered where registration was compulsory — do not spend on fit-out against an unregistered lease that should have been registered
  • The full scope of works, trade by trade, and the list of drawings the landlord is actually approving, with numbers, revisions and dates
  • Whether the works touch the structure or facade, since that needs the landlord’s structural consultant to sign off separately
  • A clear answer on what happens to the fit-out at the end of the lease — this is the clause the rest of the document turns on

Common mistakes

  • Signing this agreement on the strength of a lease that itself required registration but was never registered — the fit-out consent is only as good as the lease behind it, and an unregistered lease over a year can leave the tenant with no secure term to justify the spend.
  • Leaving the fit-out period open-ended, or letting it effectively extend the tenant’s occupation beyond the lease’s own term — that is exactly what can turn this flat-fee agreement into a lease charged ad valorem instead.
  • Not settling the ownership of the fit-out at the end of the lease before work begins — deciding it only when the tenant is about to vacate turns a drafting choice into a dispute.

Questions people ask before using this document

Do I need a separate fit-out agreement if the lease already allows alterations with consent?

Yes, in practice — the lease usually only says consent is needed, without setting out the scope, the approved drawings, the working hours, who obtains statutory approvals, or what happens to the fit-out when the lease ends. This document is that missing detail: the actual written consent, recorded against a specific scope of works, rather than a general permission left to be worked out later.

Can this agreement accidentally be treated as a lease and charged much higher stamp duty?

Yes, if it is not kept within its intended scope. This document is drafted to grant no possession and no interest of its own, which is what keeps its stamp duty small and flat rather than ad valorem. If it in substance extends the tenant’s occupation beyond the lease’s own term, or grants its own rent-free period on top of what the lease allows, a Collector can treat it as an agreement to lease instead, with a materially higher duty computed on rent, term and deposit.

What happens to the fit-out when the lease comes to an end?

That depends on which of this document’s options the parties choose — the fit-out can vest in the landlord immediately at no cost, stay the tenant’s property with an obligation to remove it and reinstate the premises, or stay the tenant’s property until the landlord elects, within a set window before the lease ends, whether to keep it or require its removal. Settle this at the consent stage rather than leaving it to be argued over when the tenant is about to vacate.

Can a tenant claim GST input tax credit on fit-out costs?

Largely no, for costs capitalised as work on immovable property. Section 17(5)(d) of the CGST Act, 2017 blocks credit on construction of immovable property on the taxpayer’s own account, and the Finance Act, 2025 closed off an earlier, narrower reading of that provision retrospectively from 1 July 2017. Credit may still be available on items that genuinely fall within the plant-and-machinery exception, or on costs expensed rather than capitalised — get a chartered accountant’s view on that split before the first contractor invoice, since it materially changes the real cost of the works.

Should a fit-out agreement be signed even if the underlying lease has not been registered yet?

Better not to. If the lease is for a term of more than a year and required registration, an unregistered lease cannot prove its own terms under section 49 of the Registration Act, 1908, which can leave the tenant with no more than a month-to-month tenancy — and a fit-out budget spent against a term that is not actually secure. Register the lease first, or consider annexing and registering this agreement together with it.

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