Agreement to Sell (Immovable Property) Template (India) — Free Format
An agreement to sell is a contract in which a seller agrees to sell immovable property to a buyer on stated terms, with the sale to be completed later by a registered sale deed. It records the price, advance paid, timeline and conditions, but does not itself transfer ownership.
Stamp, registration and e-sign at a glance
The three things to settle before anyone signs this agreement in India.
Payable under the stamp law of the state where it is signed; rates vary by state. Unstamped, it cannot be used as evidence until duty and penalty are paid. Many states charge a lower fixed or percentage duty on an agreement to sell, which is credited against the duty on the final sale deed; where possession is given, some states charge conveyance-level duty.
Check your state's rateNot compulsory in every state, but required or advisable where possession is handed over or the state demands it (and mandatory for builder-buyer agreements under RERA). The sale deed must be registered.
A contract for the sale or conveyance of immovable property can be e-signed under the Information Technology Act, 2000: S.O. 4720(E) of 2022 removed it from the First Schedule. Registration and presentation rules decide practicality: if the agreement must be registered (for example where possession is given), it still has to be presented before the Sub-Registrar unless your state offers e-registration, so many parties still sign on stamp paper by hand before witnesses.
What cannot be e-signedWhat is a Agreement to Sell?
Section 54 of the Transfer of Property Act, 1882 defines sale as a transfer of ownership for a price, and says that for tangible immovable property worth Rs. 100 or more it can be made only by a registered instrument. A contract for sale is a contract that a sale will take place on agreed terms and, of itself, creates no interest in or charge on the property. The agreement to sell is therefore the step before the sale deed: it binds the parties to complete the deal and gives the buyer a right to enforce it.
When to use it
- Buying a house, plot or flat where full payment or loan sanction will take time
- Paying a token or advance and fixing the price while title checks are done
- Selling a property in stages, where possession or payments are spread over a period
- Securing the deal while waiting for approvals, such as society NOC or release of an existing mortgage
Key clauses checklist
Make sure your draft covers each of these. Linked clauses open a sample wording with drafting tips.
- Description of the property and title
- Price, advance and payment schedule Sample clause
- Seller's title warranties and encumbrance-free covenant Sample clause
- Conditions (loan, NOC, tax clearance)
- Time for completion and possession
- Default, forfeiture and refund Sample clause
- Stamp duty, registration and taxes Sample clause
- Dispute resolution Sample clause
Indian law notes
Agreement to sell vs sale deed
An agreement to sell does not transfer ownership: only a registered sale deed does (Section 54, Transfer of Property Act, 1882). Until the deed is executed and registered, the buyer has a contractual right to enforce the sale, not title. Lenders usually require the registered sale deed for final disbursement.
Registration and stamp duty
An agreement to sell does not itself create an interest in the property, so it is not compulsorily registrable in most states. But since 24 September 2001, Section 17(1A) of the Registration Act, 1908 requires registration of an agreement where possession is given and the buyer wants the part-performance protection of Section 53A of the Transfer of Property Act; an unregistered agreement gives no Section 53A protection. Tamil Nadu requires registration of all sale agreements (Section 17(1)(g), added by Act 29 of 2012). An unregistered agreement is still admissible in a specific performance suit (proviso to Section 49; R. Hemalatha v Kashthuri, 2023). In several states an agreement to sell with possession is stamped like a conveyance, so check your state rules.
Buying from a builder: RERA
For projects registered under the Real Estate (Regulation and Development) Act, 2016, a promoter cannot take more than 10 percent of the cost as an advance without first entering into a registered written agreement for sale (Section 13). Use the state's prescribed RERA model agreement for builder-buyer deals.
Enforcement
A buyer who is ready and willing to perform can seek specific performance under the Specific Relief Act, 1963; Article 54 of the Limitation Act, 1963 allows three years from the date fixed for performance or, if no date is fixed, from when the buyer has notice that performance is refused. Genuine earnest money can be forfeited if the agreement says so (Satish Batra v Sudhir Rawal, (2013) 1 SCC 345), but forfeiting a larger part-payment is a penalty under Section 74 of the Contract Act and needs proof of loss (Kailash Nath Associates v DDA, 2015).
Taxes
Buyers paying for property above the prescribed threshold must deduct tax at source from the seller under income-tax law (the Income-tax Act, 2025 applies from 1 April 2026). Plan for TDS, capital-gains tax and GST (for under-construction flats), and get a CA to advise.
AGREEMENT TO SELL This Agreement to Sell is made on [Date] at [City] BETWEEN [Seller Name], son/daughter/spouse of [Name], residing at [Address], PAN [PAN] (the "Seller"), AND [Buyer Name], son/daughter/spouse of [Name], residing at [Address], PAN [PAN] (the "Buyer"). WHEREAS A. The Seller is the absolute owner of the property described in the Schedule (the "Property") by virtue of [sale deed / gift deed / inheritance] dated [Date], registered at [Sub-Registrar's Office] as document no. [ ]. B. The Seller has agreed to sell, and the Buyer has agreed to buy, the Property for the price below, on the terms of this Agreement. 1. SALE The Seller agrees to sell and the Buyer agrees to buy the Property, free from all encumbrances, claims and disputes, at the total price of Rs. [Amount] (Rupees [in words] only) (the "Price"). 2. PAYMENT 2.1 Rs. [Amount] has been paid by the Buyer to the Seller as advance on signing, by [bank transfer / cheque no. ] dated [Date], the receipt of which the Seller acknowledges. 2.2 Rs. [Amount] shall be paid on [Date / on obtaining the housing loan sanction]. 2.3 The balance of Rs. [Amount] shall be paid on execution and registration of the sale deed. 3. TITLE AND SELLER'S WARRANTIES The Seller declares that (a) the Seller has clear and marketable title; (b) the Property is free from any mortgage, lien, attachment, tenancy, litigation or tax dues, except [disclosed charge], which the Seller shall clear before completion; (c) all dues to the society, builder and authorities have been paid; and (d) the Seller has not agreed to sell the Property to anyone else. 4. CONDITIONS Completion is subject to (a) the Buyer being satisfied with a legal title search; (b) [release of existing mortgage / NOC of the society / builder]; and (c) the Buyer obtaining a housing loan of Rs. [ ] by [Date] [delete if not applicable]. 5. COMPLETION The sale deed shall be executed and registered on or before [Date] (the "Completion Date"). The parties shall attend the sub-registrar's office. Time is of the essence for the Completion Date unless extended in writing. 6. POSSESSION Vacant and peaceful possession shall be handed over on [execution of the sale deed / Date]. All outgoings up to the date of possession shall be borne by the Seller. 7. TAXES, STAMP DUTY AND EXPENSES Stamp duty and registration charges for the sale deed shall be borne by the Buyer. Tax deducted at source on the sale shall be deducted and deposited by the Buyer as required by law. The Seller shall pay capital-gains tax and all taxes up to the date of sale. 8. DEFAULT 8.1 If the Buyer defaults, the Seller may cancel this Agreement and forfeit [a reasonable portion of the advance, not exceeding Rs. [ ]] as compensation, refunding the rest within [30] days. 8.2 If the Seller defaults, the Buyer may either seek specific performance of this Agreement or cancel it and recover the advance with [ ]% interest per year, along with the damages permitted by law. 9. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of India. Disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City]. The courts at [City] have jurisdiction. SCHEDULE: DESCRIPTION OF THE PROPERTY [Address, survey / plot / flat number, area, boundaries, floor, society or project name] IN WITNESS WHEREOF the parties have signed this Agreement on the date first written above. Seller: ____________ Buyer: ____________ Witnesses: 1. ____________ 2. ____________
Replace every [placeholder] and delete options that do not apply. Check the stamp duty in your state
How to execute it
From blank template to a signed, stamped and stored contract.
Verify the seller's title: obtain the title deeds, encumbrance certificate, tax receipts and society NOC, and have an advocate run a title search.
Agree the price, advance, payment schedule, completion date and consequences of default.
Print the agreement on stamp paper of the correct value for your state, or buy e-stamp paper.
Sign before two witnesses (by hand, or electronically where your state's registration process accepts it) and register it if your state requires, or if possession is given.
On the completion date, execute and register the sale deed, pay the balance, deduct TDS and take possession.
Frequently asked questions
What is the difference between an agreement to sell and a sale deed?
An agreement to sell is a contract to complete a sale in future and does not transfer ownership. The sale deed is the registered instrument that transfers title under Section 54 of the Transfer of Property Act, 1882.
Is an agreement to sell compulsorily registrable?
Not in every state, because an agreement to sell does not itself create an interest in the property. Several states require or encourage registration, and a RERA builder-buyer agreement for sale must be registered. Check your state rules.
Can an agreement to sell property be signed online?
Legally yes, since 2022: S.O. 4720(E) removed contracts for the sale or conveyance of immovable property from the First Schedule to the Information Technology Act, 2000. In practice, an agreement that must be registered still has to be presented before the Sub-Registrar (Registration Act, 1908, Sections 32 and 32A) unless your state offers e-registration, so many parties still sign on stamp paper by hand.
Can the seller keep the advance if the buyer backs out?
Genuine earnest money can be forfeited if the agreement says so. Forfeiting a larger part-payment is a penalty under Section 74 of the Contract Act and needs proof of loss.
How long do I have to enforce an agreement to sell?
Under Article 54 of the Limitation Act, 1963, a suit for specific performance must be filed within three years of the date fixed for performance or, if no date is fixed, from when the buyer has notice that performance is refused. Act promptly.
Related templates
Stop emailing Word files around
Turn this format into an approved template, collect approvals, buy e-stamp paper, send it for Aadhaar eSign and get reminded before it renews.