Kaagazaat

Business Sale Agreement

At a glance

Price: Free, always.
Stamp duty: Stamp duty depends on what is sold and on the Schedule to the Indian Stamp Act, 1899 as applied in Punjab and in Chandigarh.
Registration: Not compulsorily registrable unless it creates or transfers a right in immovable property (section 17, Registration Act, 1908); this paper is not meant to.
Witnesses: Not required by law, but two adult witnesses who are not parties, each writing name, address and ID reference beside the signature, make a later denial harder.

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Free, always.

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Guided questions, full draft on screen, download in Word.

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Also called

sale of business agreement
business transfer agreement
going concern sale
shop sale with goodwill
sale of running business
slump sale agreement
goodwill sale
takeover of shop

When you need it

The owner of a running shop, clinic, workshop, restaurant or other small business in Punjab or Chandigarh sells the whole business to a buyer who will carry it on: the stock, fittings, trade name, phone numbers and customer connection (the goodwill), and the right to operate from the premises. This agreement records exactly what is sold and what is not, the price and how it is paid, the day of handover, how the stock is counted and paid for, what happens to the premises, the staff and the licences, the seller's promise not to open a rival business nearby for a limited time, and who answers for the debts and taxes from before and after handover.

Two points decide most disputes: which debts and tax liabilities stay with the seller, and what the seller may not do after the sale. A promise by a seller of goodwill not to compete within reasonable local limits and for a reasonable time is allowed by the Indian Contract Act; a wider ban is not safe to rely on. Not for selling the shares of a company (use the Share Transfer Deed and the shareholders' papers). Not for selling land or a building (use the sale deed). Not for admitting or removing a partner in a firm (use the Partner Retirement, Admission and Reconstitution Deed).

Whether you can fill this in here

You can fill this in here

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 written for Punjab and Chandigarh. It states the position there rather than describing how it varies, so the amounts below are the ones that apply — worth confirming at the sub-registrar’s office, because rates change. If the property is anywhere else in India, none of this is yours.

Stamp duty

Stamp duty depends on what is sold and on the Schedule to the Indian Stamp Act, 1899 as applied in Punjab and in Chandigarh. An agreement to sell a business of stock, fittings and goodwill is usually charged as an agreement not otherwise provided for, at a fixed figure; if the sale includes land or a building, or the transfer of a lease, a separate conveyance or assignment with its own, much higher duty is needed. The figure is not stated here: confirm it on the official e-stamping portal or with the Sub-Registrar before buying the stamp. An under-stamped paper cannot be used as evidence until the deficit and penalty are paid.

Registration

Not compulsorily registrable unless it creates or transfers a right in immovable property (section 17, Registration Act, 1908); this paper is not meant to. Registration is optional if the parties want it.

Notarisation

Not required by law, and not a substitute for stamping. A notary only records that the signatories appeared and signed, which makes it harder to deny a signature later. Carry original photo ID.

Witnesses

Not required by law, but two adult witnesses who are not parties, each writing name, address and ID reference beside the signature, make a later denial harder.

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Sample preview — placeholder answers, not your data

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BUSINESS SALE AGREEMENT

This Agreement is made at Chandigarh on 2 April 2026.

BETWEEN

Ramesh Chander Verma, of House No. 211, Sector 15-A, Chandigarh 160015, PAN AKJPI4432R, GSTIN 03AKJPI4432R1Z9 (the "Seller");

AND

Navneet Kaur Gill, of House No. 6, Phase 3-B1, S.A.S. Nagar (Mohali) 160059, PAN AKJPI4432R (the "Buyer").

RECITAL: The Seller carries on the business of A retail pharmacy and general store under the name Verma Medical and General Store at Shop No. 14, Sector 22-D Market, Chandigarh 160022 (the "Business"), and wishes to sell it as a going concern to the Buyer, who wishes to buy and carry it on.

1. WHAT IS SOLD

1.1 The Seller sells and the Buyer buys the Business as a going concern, with effect from the handover date, together with the following: The trade name and goodwill; shop fittings and counters; two refrigerators and one air-conditioner; the computer and billing software; the telephone numbers 0172-1234567 and 98765 43210; the customer list; the stock in trade at the handover; and the right to operate from the shop on the terms in clause 5.

1.2 The following are not sold and remain the Seller's: The seller's personal vehicle and the cash in the till and bank accounts.

1.3 The Seller shall hand over everything sold free from any charge, pledge, lien, hire-purchase or other claim of any person, and with good title.

2. PRICE AND PAYMENT

2.1 The price is ₹25,00,000 (Rupees Twenty Five Lakh only). The Buyer has paid ₹5,00,000 (Rupees Five Lakh only) as an advance on signing, receipt of which the Seller acknowledges, and shall pay the balance on the handover date, 1 April 2026, against the handover of the Business, in the manner the Parties agree in writing (by bank transfer or demand draft; not in cash above the limit the law allows).

2.2 Stock: The price includes the stock as it stands on the handover date, and no separate payment is made for it.

2.3 If the Buyer fails, without good reason, to complete on the handover date, the Seller may cancel by written notice after giving the Buyer seven days to complete, and keep a fair sum from the advance to cover its actual loss, returning the rest. If the Seller fails to complete, the Buyer may cancel and recover the advance with its proved loss. Time is of the essence of the handover date unless the Parties extend it in writing.

2.4 The price is stated without tax. Whether any tax is payable on the sale of the Business or its parts, and who bears it, is settled by the law then in force; the Parties shall give each other the invoices, details and help needed, and any tax that is the Seller's under the law is the Seller's to bear.

3. DEBTS AND LIABILITIES

3.1 All debts, taxes, dues, penalties, rents, wages and other liabilities of the Business that relate to the time before the handover date remain the Seller's, whether or not they are yet known or claimed, and the Seller shall pay them and indemnify the Buyer against any claim for them. Liabilities for the time after the handover date are the Buyer's. The Buyer takes over no debt unless this Agreement names it.

Questions about this document

Does the Business Sale Agreement need stamp paper or stamp duty in Punjab and Chandigarh?

Stamp duty depends on what is sold and on the Schedule to the Indian Stamp Act, 1899 as applied in Punjab and in Chandigarh.

See the full position on stamp duty, registration and witnesses

Does the Business Sale Agreement need registration in Punjab and Chandigarh?

Not compulsorily registrable unless it creates or transfers a right in immovable property (section 17, Registration Act, 1908); this paper is not meant to.

See the full position on stamp duty, registration and witnesses

What does the Business Sale Agreement cost on Kaagazaat?

Free, always.

Does the Business Sale Agreement need witnesses?

Not required by law, but two adult witnesses who are not parties, each writing name, address and ID reference beside the signature, make a later denial harder.

See the full position on stamp duty, registration and witnesses

Often needed with this document

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