Registration and stamp duty application_west bengal
This query is : Resolved
12 February 2014
The company (listed public limited company) has agreements for sale (signed in the year 2009) registered in its name and now it wants to assign such agreements for sale to other companies as per the assignment clause in the agreement.
In this regard, please guide, whether the company is required to register such agreements and pay 2% stamp duty as per the Government of West Bengal on the same or not?
And also,
Whether consent of the actual owner of the property (who intend to sell such land to the company) who had signed such agreements for sale as the seller of such property is required or not??
In this regard, please guide, whether the company is required to register such agreements and pay 2% stamp duty as per the Government of West Bengal on the same or not?
And also,
Whether consent of the actual owner of the property (who intend to sell such land to the company) who had signed such agreements for sale as the seller of such property is required or not??
18 February 2014
Assigment agreement, relating to immovable property worth Rs. 100 or more, must be registered and duly stamped. s/16 of Registration act, 54 of T. P Act
21 February 2014
Section 17 of the Registration Act, 1908 lays down different categories of documents for which registration is compulsory. The documents relating to the following transactions of immovable properties are required to be compulsorily registered;
(a) Instruments of gift of immovable property
(b) Lease of immovable property from year to year or for any term exceeding one year or reserving a yearly rent.
(c) Instruments which create or extinguish any right or title to or in an immovable property of a value of more than one hundred rupees.
Please note that the title of the property was not transferred to my company being only Agreement for Sale (an intention of future performance) signed between the seller and my company (in the year 2009) and the transfer was in the nature of part performance then after amendments in Transfer of Property Act, Stamp duty and Registration Act after 2001, the Company was required to register these documents for the purpose making a legal binding part performance as the Agreement to Sell cannot be enforced for any specific performance unless it is registered. Additionally, it was required to pay 90% of the stamp duty before registering the sale agreement which it did.
And now it intends to assign its interest in such land contracts (assign agreements to sell) to other companies (under the same group) as per the assignment clause in the Agreement.
In this regard, please guide, whether the company is required to register such agreements and pay applicable stamp duty as per the Government of West Bengal on such Assignment of Seller's Interest in Land Contract or not?
(a) Instruments of gift of immovable property
(b) Lease of immovable property from year to year or for any term exceeding one year or reserving a yearly rent.
(c) Instruments which create or extinguish any right or title to or in an immovable property of a value of more than one hundred rupees.
Please note that the title of the property was not transferred to my company being only Agreement for Sale (an intention of future performance) signed between the seller and my company (in the year 2009) and the transfer was in the nature of part performance then after amendments in Transfer of Property Act, Stamp duty and Registration Act after 2001, the Company was required to register these documents for the purpose making a legal binding part performance as the Agreement to Sell cannot be enforced for any specific performance unless it is registered. Additionally, it was required to pay 90% of the stamp duty before registering the sale agreement which it did.
And now it intends to assign its interest in such land contracts (assign agreements to sell) to other companies (under the same group) as per the assignment clause in the Agreement.
In this regard, please guide, whether the company is required to register such agreements and pay applicable stamp duty as per the Government of West Bengal on such Assignment of Seller's Interest in Land Contract or not?
20 July 2025
Here’s a detailed explanation based on the scenario you described regarding assignment of Agreements for Sale in West Bengal:
1. Is registration and stamp duty payable on assignment of Agreement for Sale?
Yes, the assignment agreement must be registered and stamp duty paid.
According to Section 17 of the Registration Act, 1908 and relevant West Bengal Stamp Act provisions, instruments that create or transfer any right or interest in immovable property (even if the property is not yet transferred) are mandatorily registrable.
Assignment of an Agreement for Sale effectively transfers the assignor’s right, title, or interest in the agreement to the assignee. This is considered a transfer of an interest in immovable property and hence subject to registration.
Stamp duty is also payable on the assignment agreement.
The rate of stamp duty (such as 2%) applicable will depend on West Bengal's stamp duty rules for assignment or transfer of such interests.
2. Is consent of the original owner (seller) required?
Consent of the original property owner is generally required if the original agreement for sale or the underlying contract specifically stipulates so. This is because the original seller is a party to the agreement and may have a say in the assignment or transfer of the contract rights.
If the assignment clause is included and clearly allows the assignor to assign the agreement rights to others, then explicit consent may not be necessary beyond the provisions of that clause.
However, as a best practice and to avoid any disputes, obtaining written consent or a No Objection Certificate (NOC) from the original seller is advisable.
Summary
Question Answer
Is registration of assignment agreement necessary? Yes, under Registration Act Section 17, assignment of interest in immovable property must be registered.
Is stamp duty payable on assignment? Yes, stamp duty at applicable rates (e.g., 2%) as per West Bengal stamp law.
Is consent of original owner required? Generally yes, unless agreement specifically allows assignment without consent.
Additional points:
Since these agreements were signed in 2009 and only partly performed, you should ensure compliance with the latest amendments in the Transfer of Property Act and Stamp Act.
It is advisable to consult a legal expert specializing in West Bengal property law for drafting the assignment and ensuring proper compliance.
1. Is registration and stamp duty payable on assignment of Agreement for Sale?
Yes, the assignment agreement must be registered and stamp duty paid.
According to Section 17 of the Registration Act, 1908 and relevant West Bengal Stamp Act provisions, instruments that create or transfer any right or interest in immovable property (even if the property is not yet transferred) are mandatorily registrable.
Assignment of an Agreement for Sale effectively transfers the assignor’s right, title, or interest in the agreement to the assignee. This is considered a transfer of an interest in immovable property and hence subject to registration.
Stamp duty is also payable on the assignment agreement.
The rate of stamp duty (such as 2%) applicable will depend on West Bengal's stamp duty rules for assignment or transfer of such interests.
2. Is consent of the original owner (seller) required?
Consent of the original property owner is generally required if the original agreement for sale or the underlying contract specifically stipulates so. This is because the original seller is a party to the agreement and may have a say in the assignment or transfer of the contract rights.
If the assignment clause is included and clearly allows the assignor to assign the agreement rights to others, then explicit consent may not be necessary beyond the provisions of that clause.
However, as a best practice and to avoid any disputes, obtaining written consent or a No Objection Certificate (NOC) from the original seller is advisable.
Summary
Question Answer
Is registration of assignment agreement necessary? Yes, under Registration Act Section 17, assignment of interest in immovable property must be registered.
Is stamp duty payable on assignment? Yes, stamp duty at applicable rates (e.g., 2%) as per West Bengal stamp law.
Is consent of original owner required? Generally yes, unless agreement specifically allows assignment without consent.
Additional points:
Since these agreements were signed in 2009 and only partly performed, you should ensure compliance with the latest amendments in the Transfer of Property Act and Stamp Act.
It is advisable to consult a legal expert specializing in West Bengal property law for drafting the assignment and ensuring proper compliance.
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