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Tenant Estoppel Certificate (Sale of Tenanted Commercial Property)

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  1. Tenant, landlord and buyer
  2. The lease being certified
  3. What the Tenant certifies
  4. Reliance, signing and witnesses

Step 1 of 4

Tenant, landlord and buyer

For example: Ludhiana

Punjab or ChandigarhNeeded

Unit or shop number, floor, building or SCO number, sector, phase, plot number and street — the same description as in the Lease.

A long answer. Several lines are fine, and a break you make between paragraphs is the break the document keeps.

For example: Showroom No. 14, Ground Floor, Feroze Gandhi Market, Ludhiana 141001

For example: Ludhiana

For example: Bluepeak Retail Solutions Private Limited

Tenant's constitutionNeeded
Tenant's address for this Certificate and for noticesNeeded

For example: Grewal Commercial Properties Private Limited

Landlord's constitutionNeeded
Landlord's addressNeeded

For example: Silverline Estates LLP

Buyer's constitutionNeeded
Buyer's address for this Certificate and for noticesNeeded
More details — you may leave these

A calendar date — the day, the month and the year. Dates in a document like this are read against one another, so a date typed here can change what another date is allowed to be.

For example: Karan Bhatia

For example: Director, authorised by board resolution dated 2 September 2026

For example: Punjab National Bank, Model Town Branch, Ludhiana

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TENANT ESTOPPEL CERTIFICATE

(Sale of Tenanted Commercial Property)

Date: __________
Place: __________

To

__________
__________

Re: Tenancy of __________, __________

RECITALS

A. __________, __________, of __________ ("the Tenant") is in occupation of __________, __________, in __________ ("the Premises") under the Lease identified in Clause 1 below.

B. __________, __________, of __________ ("the Landlord") is the landlord under the Lease.

C. The Landlord is selling, or has agreed to sell, the Premises to __________, __________, of __________ ("the Buyer"), subject to the Tenant's continuing occupation under the Lease.

D. This Certificate is one of five documents drafted for a sale of tenanted commercial property of this kind in Punjab and in Chandigarh: the Agreement to Sell (Tenanted Commercial Property) itself, between the Landlord and the Buyer; a Tenant Attornment Letter, signed by the Landlord and the Buyer and addressed to the Tenant, redirecting Rent to the Buyer after completion; a Rent Assignment Letter to New Buyer and a Security Deposit Transfer Letter, both between the Landlord and the Buyer, dealing with Rent and the security deposit respectively as between themselves; and this Certificate, the only one of the five that the Tenant itself signs. This Certificate does not restate, and is not a substitute for, any of the other four.

E. The Buyer will rely on the certifications in this Certificate in deciding whether, and on what terms, to complete the purchase of the Premises. The Tenant gives this Certificate for that purpose, knowing that it will be relied on.

NOW THE TENANT CERTIFIES as follows.

1. THE LEASE

1.1 The Tenant holds the Premises under __________ dated __________ between the Landlord as landlord and the Tenant as tenant ("the Lease"), for a term of __________, expiring on __________.

1.2 __________

2. THE LEASE IS THE WHOLE AGREEMENT

2.1 __________

3. RENT

3.1 The rent presently payable under the Lease is __________ a month.

3.2 Rent has been paid up to and including __________.

3.3 __________

4. SECURITY DEPOSIT

4.1 The security deposit which the Landlord is stated to hold under the Lease is __________. __________

5. THE LANDLORD'S PERFORMANCE

5.1 __________

6. THE TENANT'S OWN POSITION

6.1 __________

7. THE LANDLORD'S INTEREST IN THE PREMISES

7.1 __________

8. THE DATE OF THESE CERTIFICATIONS

8.1 Every certification in this Certificate is true and correct as at __________ ("the Certification Date"), and no later date. The Tenant makes no certification about anything arising after the Certification Date.

8.2 If completion of the Buyer's purchase of the Premises takes place after the Certification Date, the Landlord or the Buyer may ask the Tenant to confirm these certifications again, or to give a further certificate, true as at the date of completion. This Certificate does not itself do that, and the Tenant is not required to re-sign it merely because time has passed, unless the Landlord or the Buyer asks for that confirmation.

9. RELIANCE AND ESTOPPEL

9.1 The Tenant gives this Certificate knowing that the Buyer will rely on it in deciding to complete the purchase of the Premises and in agreeing the price and terms of that purchase, and the Tenant intends the Buyer to act on it.

9.2 Having certified the facts in Clauses 1 to 7 above, and knowing that the Buyer will act on them, the Tenant shall not, in any suit or proceeding between the Tenant and the Buyer, or between the Tenant and any person claiming through the Buyer, be permitted to deny the truth of anything certified in this Certificate as at the Certification Date. This is the estoppel by representation provided for in Section 121 of the Bharatiya Sakshya Adhiniyam, 2023, which carries forward, in the same words, Section 115 of the Indian Evidence Act, 1872.

9.3 The estoppel in Clause 9.2 is separate from, and does not depend on, the estoppel that already binds the Tenant under Section 122 of that Act — that a tenant, having been let into possession of a property by its landlord, cannot deny that landlord's title. This Certificate is not about the Landlord's title; it is about the facts the Tenant has certified concerning the Lease.

10. WHAT THIS CERTIFICATE DOES NOT DO

10.1 This Certificate does not amend, extend, renew or otherwise vary the Lease, and does not create, transfer, subordinate or otherwise affect any right, title or interest in the Premises, whether the Tenant's own leasehold interest or any other. It is a certificate of fact, not an instrument of transfer.

10.2 This Certificate is not the Tenant Attornment Letter, is not the Rent Assignment Letter to New Buyer, and is not the Security Deposit Transfer Letter referred to in Recital D. It does not redirect Rent, does not assign any right to Rent or to arrears of Rent, and does not itself transfer the security deposit or the Landlord's obligation to account for it — each of those is a separate document between the Landlord and the Buyer, and this Certificate does not do their work.

10.3 This Certificate is not an agreement by the Tenant to subordinate the Lease to any mortgage or charge the Buyer or its lender may create over the Premises, and is not a promise by the Buyer or its lender that the Tenant's possession will not be disturbed. A subordination or a non-disturbance promise of that kind, if the Landlord, the Buyer or its lender wants one, is a separate agreement the Tenant would have to sign separately and is not contained in this Certificate.

11. TAXES

11.1 No consideration is paid or payable by the Buyer to the Tenant, or by the Tenant to the Buyer or the Landlord, under this Certificate, and this Certificate does not itself effect any supply for the purposes of the Central Goods and Services Tax Act, 2017. Goods and services tax and tax deduction at source on Rent, and on the security deposit, continue to be governed by the Lease and by the Rent Assignment Letter to New Buyer and the Security Deposit Transfer Letter referred to in Recital D, and not by this Certificate.

12. NOTICES

12.1 A notice under this Certificate shall be in writing and delivered by hand against acknowledgement, or sent by registered post, reputed courier or email, to the Tenant at __________, to the Landlord at __________, and to the Buyer at __________, or such other address any of them notifies in writing.

13. GOVERNING LAW AND JURISDICTION

13.1 This Certificate is governed by the laws of India, and the courts at __________ have jurisdiction over any dispute arising out of or in connection with it.

SCHEDULE — PARTICULARS

ParticularDetail
Premises__________, __________, __________
Tenant__________
Landlord__________
Buyer__________
Lease__________ dated __________
Term__________, expiring __________
Current rent__________ a month
Rent paid through__________
Security deposit__________
Certification Date__________

CERTIFIED AND SIGNED BY THE TENANT

__________
Signature: ______________________________

Date: __________

WITNESSES

  1. Signature: ______________________________
  1. Signature: ______________________________

The rest stays out of view until every answer is in.

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TENANT ESTOPPEL CERTIFICATE

(Sale of Tenanted Commercial Property)

Date: __________
Place: __________

To

__________
__________

Re: Tenancy of __________, __________

RECITALS

A. __________, __________, of __________ ("the Tenant") is in occupation of __________, __________, in __________ ("the Premises") under the Lease identified in Clause 1 below.

B. __________, __________, of __________ ("the Landlord") is the landlord under the Lease.

C. The Landlord is selling, or has agreed to sell, the Premises to __________, __________, of __________ ("the Buyer"), subject to the Tenant's continuing occupation under the Lease.

D. This Certificate is one of five documents drafted for a sale of tenanted commercial property of this kind in Punjab and in Chandigarh: the Agreement to Sell (Tenanted Commercial Property) itself, between the Landlord and the Buyer; a Tenant Attornment Letter, signed by the Landlord and the Buyer and addressed to the Tenant, redirecting Rent to the Buyer after completion; a Rent Assignment Letter to New Buyer and a Security Deposit Transfer Letter, both between the Landlord and the Buyer, dealing with Rent and the security deposit respectively as between themselves; and this Certificate, the only one of the five that the Tenant itself signs. This Certificate does not restate, and is not a substitute for, any of the other four.

E. The Buyer will rely on the certifications in this Certificate in deciding whether, and on what terms, to complete the purchase of the Premises. The Tenant gives this Certificate for that purpose, knowing that it will be relied on.

NOW THE TENANT CERTIFIES as follows.

1. THE LEASE

1.1 The Tenant holds the Premises under __________ dated __________ between the Landlord as landlord and the Tenant as tenant ("the Lease"), for a term of __________, expiring on __________.

1.2 __________

2. THE LEASE IS THE WHOLE AGREEMENT

2.1 __________

3. RENT

3.1 The rent presently payable under the Lease is __________ a month.

3.2 Rent has been paid up to and including __________.

3.3 __________

4. SECURITY DEPOSIT

4.1 The security deposit which the Landlord is stated to hold under the Lease is __________. __________

5. THE LANDLORD'S PERFORMANCE

5.1 __________

6. THE TENANT'S OWN POSITION

6.1 __________

7. THE LANDLORD'S INTEREST IN THE PREMISES

7.1 __________

8. THE DATE OF THESE CERTIFICATIONS

8.1 Every certification in this Certificate is true and correct as at __________ ("the Certification Date"), and no later date. The Tenant makes no certification about anything arising after the Certification Date.

8.2 If completion of the Buyer's purchase of the Premises takes place after the Certification Date, the Landlord or the Buyer may ask the Tenant to confirm these certifications again, or to give a further certificate, true as at the date of completion. This Certificate does not itself do that, and the Tenant is not required to re-sign it merely because time has passed, unless the Landlord or the Buyer asks for that confirmation.

9. RELIANCE AND ESTOPPEL

9.1 The Tenant gives this Certificate knowing that the Buyer will rely on it in deciding to complete the purchase of the Premises and in agreeing the price and terms of that purchase, and the Tenant intends the Buyer to act on it.

9.2 Having certified the facts in Clauses 1 to 7 above, and knowing that the Buyer will act on them, the Tenant shall not, in any suit or proceeding between the Tenant and the Buyer, or between the Tenant and any person claiming through the Buyer, be permitted to deny the truth of anything certified in this Certificate as at the Certification Date. This is the estoppel by representation provided for in Section 121 of the Bharatiya Sakshya Adhiniyam, 2023, which carries forward, in the same words, Section 115 of the Indian Evidence Act, 1872.

9.3 The estoppel in Clause 9.2 is separate from, and does not depend on, the estoppel that already binds the Tenant under Section 122 of that Act — that a tenant, having been let into possession of a property by its landlord, cannot deny that landlord's title. This Certificate is not about the Landlord's title; it is about the facts the Tenant has certified concerning the Lease.

10. WHAT THIS CERTIFICATE DOES NOT DO

10.1 This Certificate does not amend, extend, renew or otherwise vary the Lease, and does not create, transfer, subordinate or otherwise affect any right, title or interest in the Premises, whether the Tenant's own leasehold interest or any other. It is a certificate of fact, not an instrument of transfer.

10.2 This Certificate is not the Tenant Attornment Letter, is not the Rent Assignment Letter to New Buyer, and is not the Security Deposit Transfer Letter referred to in Recital D. It does not redirect Rent, does not assign any right to Rent or to arrears of Rent, and does not itself transfer the security deposit or the Landlord's obligation to account for it — each of those is a separate document between the Landlord and the Buyer, and this Certificate does not do their work.

10.3 This Certificate is not an agreement by the Tenant to subordinate the Lease to any mortgage or charge the Buyer or its lender may create over the Premises, and is not a promise by the Buyer or its lender that the Tenant's possession will not be disturbed. A subordination or a non-disturbance promise of that kind, if the Landlord, the Buyer or its lender wants one, is a separate agreement the Tenant would have to sign separately and is not contained in this Certificate.

11. TAXES

11.1 No consideration is paid or payable by the Buyer to the Tenant, or by the Tenant to the Buyer or the Landlord, under this Certificate, and this Certificate does not itself effect any supply for the purposes of the Central Goods and Services Tax Act, 2017. Goods and services tax and tax deduction at source on Rent, and on the security deposit, continue to be governed by the Lease and by the Rent Assignment Letter to New Buyer and the Security Deposit Transfer Letter referred to in Recital D, and not by this Certificate.

12. NOTICES

12.1 A notice under this Certificate shall be in writing and delivered by hand against acknowledgement, or sent by registered post, reputed courier or email, to the Tenant at __________, to the Landlord at __________, and to the Buyer at __________, or such other address any of them notifies in writing.

13. GOVERNING LAW AND JURISDICTION

13.1 This Certificate is governed by the laws of India, and the courts at __________ have jurisdiction over any dispute arising out of or in connection with it.

SCHEDULE — PARTICULARS

ParticularDetail
Premises__________, __________, __________
Tenant__________
Landlord__________
Buyer__________
Lease__________ dated __________
Term__________, expiring __________
Current rent__________ a month
Rent paid through__________
Security deposit__________
Certification Date__________

CERTIFIED AND SIGNED BY THE TENANT

__________
Signature: ______________________________

Date: __________

WITNESSES

  1. Signature: ______________________________
  1. Signature: ______________________________

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