AGREEMENT TO SELL A SHOP OR SCO
- PARTIES AND TRANSACTION
This agreement is made on __________ between __________, of __________, and __________, of __________.
The commercial property is __________, identified as __________.
Seller capacity: __________. Possession when signed: __________.
- PRICE AND PAYMENT
The total sale consideration is __________. Earnest/token money is __________, leaving balance consideration of __________.
Payment mode: __________. Payment schedule: __________.
Tax withholding: Buyer will deduct and deposit tax where the applicable income-tax provision requires it.
- TITLE, DOCUMENTS AND DILIGENCE
Seller relies on the following title/allotment/conveyance record: __________.
Diligence position: __________. Objections should be raised by __________.
Encumbrance covenant: __________.
Dues: __________.
- COMMERCIAL UNIT
Identifier: __________. Area: __________. Title type: __________.
Occupancy: __________.
If occupied, sale treatment: __________.
- COMMON RIGHTS AND PERMITTED USE
Common-area rights: __________.
Use reliance: __________.
- TAX AND OCCUPATIONAL ACCOUNTING
Indirect-tax position: __________. The parties must allocate rent, maintenance, deposit, tenant receivables and outgoings through the completion date if the unit is pre-leased.
- VACANT OR TENANTED COMPLETION
The completion documents must match the selected possession route: vacant possession, sale subject to disclosed tenancy, or prior termination. The agreement should not promise both vacant possession and transfer of a live tenancy.
- COMPLETION AND CONVEYANCE
The parties will complete the sale and execute/register the required conveyance by __________, subject to the conditions stated in this agreement.
Section 54 of the Transfer of Property Act, 1882 treats a contract for sale as an agreement that a sale will take place on settled terms; the contract does not by itself create an interest in or charge on the property. The final transfer of ownership must occur through the legally required conveyance/registered instrument.
- DEFAULT AND REMEDIES
Buyer default: __________. Seller default: __________.
Any forfeiture or stipulated default amount must be read with section 74 of the Indian Contract Act, 1872: the aggrieved party may recover reasonable compensation not exceeding the amount named or penalty stipulated; the document should not describe a punitive sum as automatically recoverable merely because it is labelled earnest money.
Time treatment: __________.
- ASSIGNMENT, BROKERAGE AND NOTICES
Assignment: __________. Brokerage: __________. Notices: __________.
4A. FLOOR, UNIT AND ACCESS
An SCO/shop transaction should identify the exact floor, internal access, staircase/lift rights, frontage and any independently usable portions. If the bargain is for a first or second floor in a building whose title is not separately subdivided, the buyer should understand the title structure and common rights. A marketing description such as “independent floor” should not substitute for the registered/allotment record.
4B. EXISTING TENANCY DILIGENCE
For a pre-leased unit, the buyer should receive the executed lease/licence, amendments, rent ledger, security-deposit record, notices, escalation schedule, lock-in/termination provisions and tenant KYC/contact data through a lawful handover. The seller should disclose arrears, disputes, concessions and side letters. Quoted rental yield should not be treated as a guarantee if the tenant has a termination right or payment default.
4C. RENT AND DEPOSIT APPORTIONMENT
Completion should specify the cut-off for rent, CAM/maintenance, GST or withholding records where relevant, and transfer/credit of the tenant’s security deposit. The seller should not retain a deposit while expecting the buyer to assume refund liability unless the price/settlement expressly accounts for it. Rent received in advance should be apportioned to the period after completion where the buyer acquires the landlord position.
5A. COMMERCIAL USE AND TRADE LICENCES
Title to a commercial unit does not guarantee that every proposed business can lawfully operate there. The buyer should verify sanctioned use, estate/project restrictions, fire/load requirements, signage limits and activity-specific licences. The seller should disclose the present authorised use but should not promise approvals for the buyer’s future trade unless expressly made a condition.
5B. COMMON AREA, PARKING AND SIGNAGE
Access corridors, common toilets, lifts, parking, façade signage and roof/service areas should be described according to title/project/association rights. A tenant’s existing use of a parking slot or signboard does not automatically prove that the seller owns that area. The buyer should verify whether rights are ownership, exclusive use, licence or allocation subject to management rules.
5C. CAM AND ASSOCIATION DUES
The seller should provide the latest maintenance/CAM account and disclose special levies, sinking-fund demands, fit-out deposits or litigation contributions known at signing. Charges attributable to the period before completion should be allocated expressly. A future special levy approved after completion should not be back-allocated to the seller merely because the underlying project issue arose earlier unless the parties agree.
6A. INDIRECT TAX AND INVOICING RECORDS
Where the commercial property is under construction or supplied in a transaction with tax implications, the parties should obtain transaction-specific tax advice. Existing tenant GST/TDS invoices or seller tax status should not be copied mechanically into the sale. The agreement records only the allocation of responsibility for compliance and supporting documents; the actual statutory liability follows the law applicable to the transaction facts.
6B. FIT-OUTS AND MOVABLE ASSETS
If the price includes furniture, HVAC units, UPS, partitions, signage or other fit-out, the parties should list what passes with the unit and what belongs to a tenant. Tenant-owned or leased equipment must not be represented as seller property. Movable assets that are separately priced may require a separate inventory/invoice treatment rather than being hidden inside the immovable-property description.
7A. VACANT POSSESSION ROUTE
If vacant possession is promised, the seller should ensure the disclosed tenant/licence has lawfully ended and physical possession is available before completion. A mere notice to the tenant is not equivalent to vacant possession. The buyer should not be required to complete on a vacant-possession bargain while an occupant remains in control unless it expressly agrees a written variation.
7B. SALE SUBJECT TO TENANCY ROUTE
If the buyer intentionally acquires a pre-leased asset, completion should include a landlord-change/attornment communication, deposit and rent-account transfer, copies of correspondence and tenant contact details. The sale agreement should not rewrite the tenant’s rights; the buyer steps into the position created by the lawful conveyance and existing tenancy documents.
PERSONAL DATA NOTICE
This notice is given under the Digital Personal Data Protection Act, 2023. Personal data in this document is collected only to document and perform the agreed sale of the shop/SCO, including any tenant, deposit and commercial-use records, communicate about that purpose, verify expressly supplied transaction information, and retain an evidentiary record.
The record will be held by __________ and may be shown only to the buyer, seller, authorised broker/property consultant, advocate, lender, escrow agent, valuer, registration/revenue authority, promoter/association, tax professional or other person directly involved in the stated transaction and due-diligence process.
If the proposed transaction does not proceed, the personal data will be retained for 90 days from the final cancellation/withdrawal decision and then erased, except for records needed for a live dispute or a named statutory retention duty. If the transaction proceeds, the record will be retained for the transaction period plus 12 months and then erased unless a longer statutory period applies.
A person named in this document may withdraw consent for future consent-based processing, request correction or erasure when the stated purpose has ended, or raise a grievance by writing to __________. The record-holder should acknowledge and respond within 30 days.
Data minimisation: this document does not require full Aadhaar numbers, Aadhaar copies, passwords or bank credentials. Identity and tax documents should be collected only through the dedicated KYC/tax workflow where necessary.
Personal-data instruction: __________.
EXECUTION
Seller: __________
Buyer: __________
Witness 1: __________
Witness 2: __________
Record-holder: __________
Seller contact:
Buyer contact: