REG 062 Agreement to Sell and Conveyance — Law of Registration Notes for Judiciary

The Agreement to Sell and the Conveyance: Sale Deed, Registered Sale Deed and Conveyance Compared With the Contract That Precedes Them

This note covers one distinction under all three of the names it is usually given. A sale deed and a conveyance are the same instrument, the second being the wider word; a registered sale deed is that instrument once registration has been completed. On the other side stands the agreement to sell, which is a contract and nothing more. The whole difference is stated in Section 54 of the Transfer of Property Act, 1882, whose second paragraph prescribes the conveyance and whose third paragraph says that a contract for sale does not, of itself, create any interest in or charge on such property. Everything else, registration, stamp duty, remedies, the position against third parties, follows from that sentence.

The two instruments compared, and what registration adds to the conveyance

1. The Three Names, and Why They Are One Question

The phrase	What it means	Is it a separate distinction?
Sale deed against agreement to sell	The instrument that transfers, against the contract that promises a transfer	This is the distinction
Registered sale deed against agreement to sell	The same instrument, once registration is complete, against the same contract	No. It adds the registration dimension to the same comparison
Agreement to sell against conveyance	The same contract against the transferring instrument, "conveyance" being the general word for it	No. "Conveyance" is the wider term, and includes a sale deed

"Conveyance" is the general word. It covers any instrument by which property is transferred inter vivos. Section 2(10) of the Indian Stamp Act, 1899 defines "conveyance" to include a conveyance on sale and every instrument by which property, whether movable or immovable, is transferred inter vivos and which is not otherwise specifically provided for by Schedule I.
"Sale deed" is the commonest species of conveyance, being a conveyance on sale of immovable property.
An exchange deed, a gift deed and a deed of release are also conveyances in the wide sense, and most State stamp schedules charge some of them at conveyance rates.
A "registered sale deed" is not a different instrument. It is a sale deed that has been through Sections 32 to 60, and the registration is what makes it operative and dates it back to execution under Section 47.
So the real comparison throughout is between a contract to transfer and the transfer itself, and it is set by Section 54.

2. Section 54 in Two Halves

Section 54, Transfer of Property Act, 1882

"Sale" defined. "Sale" is a transfer of ownership in exchange for a price paid or promised or part paid and part promised.

Sale how made. Such transfer, in the case of tangible immovable property of the value of one hundred rupees and upwards, or in the case of a reversion or other intangible thing, can be made only by a registered instrument. In the case of tangible immovable property of a value less than one hundred rupees, such transfer may be made either by a registered instrument or by delivery of the property.

Contract for sale. A contract for the sale of immovable property is a contract that a sale of such property shall take place on terms settled between the parties. It does not, of itself, create any interest in or charge on such property.

1. The second paragraph prescribes the mode. Above the threshold, a sale can be made only by a registered instrument, and there is no alternative.

2. The third paragraph defines the contract and denies it any proprietary effect. The words "of itself" are important: the agreement creates no interest, though equities may arise from what is done under it, notably under Section 53A.

3. The right created is in personam. The purchaser may compel this seller to perform. He cannot assert ownership against the world.

4. The right is nonetheless valuable. It is specifically enforceable, it is heritable, and subject to the contract it is assignable.

5. The two paragraphs are matched by the Registration Act. Section 17(1)(b) requires registration of the conveyance; Section 17(2)(v) expressly excepts a document that merely creates a right to obtain another document, which is an exact description of an agreement to sell.

3. The Two Instruments Compared

	Agreement to sell	Conveyance or sale deed
Provision	Section 54, third paragraph	Section 54, second paragraph
Operation	Executory: a promise that a sale shall take place	Executed: the sale itself
Interest in the property	None, expressly	Ownership vests in the purchaser
When title passes	Never, under the agreement	On registration, with effect from the date of execution, Section 47
Registration	Outside Section 17(1)(b) by force of Section 17(2)(v); but see Section 17(1A)	Compulsory above one hundred rupees, Section 17(1)(b)
Stamp duty	Nominal in most State schedules, unless possession is delivered	Full conveyance duty on the higher of the consideration and the market value
Risk and liability for the property	Remain with the seller	Pass to the purchaser
Possession	Ordinarily retained by the seller; delivery changes the stamp position and may attract Section 53A	Delivered, unless the contract provides otherwise
On the seller's breach	Specific performance, or damages, under the Specific Relief Act, 1963	Does not arise; the transfer is complete
On the buyer's breach	Forfeiture of earnest money, and a suit for damages or for specific performance	A suit for the price, and the unpaid vendor's charge under Section 55(4)(b)
Rights against a third party	None as owner; at most Section 53A and the equities of a prior agreement	The full rights of an owner
Limitation	Article 54: three years from the date fixed for performance, or from notice of refusal	Not applicable; the transfer is complete

4. What Registration Adds to the Conveyance

The second framing of the question, registered sale deed against agreement to sell, is really asking what registration contributes. The answer is a list, and the last item on it is the one people forget.

1. It makes the deed operate at all. Above the threshold a sale can be made only by a registered instrument, so without registration there is no sale, and Section 49 shuts the document out as evidence of the transaction.

2. It dates the operation back to execution. Section 47 provides that a registered document operates from the time it would have commenced to operate if no registration had been required, and not from the time of registration.

3. It gives priority. Section 48 gives the registered document effect against oral agreements relating to the same property, and Section 50 gives it priority over an unregistered document relating to it.

4. It gives constructive notice. Explanation I to Section 3 of the Transfer of Property Act fixes a later purchaser with notice of a registered instrument, so he cannot claim to have bought without notice.

5. It puts the instrument on a public record. The deed is copied into Book 1 under Section 51 and indexed under Sections 55 and 56, and a certified copy may be had under Section 57, which by sub section (5) proves the contents of the original.

6. It eases proof. By the proviso to Section 67 of the Bharatiya Sakshya Adhiniyam, 2023, an attesting witness need not be called to prove a registered document, unless it is a will or unless execution is specifically denied.

7. It does not add title. A vendor with no title conveys none, registered or not, and the registering officer enquires under Section 34 only into the fact of execution and the identity of the executant.

⚠ Registration is not a guarantee, and a registered deed may always be challenged

A registered sale deed proves that an instrument in those terms exists, that it was registered in the manner the Act provides, and that the endorsed facts occurred, by force of Section 60(2). It does not prove that the vendor had title, that the consideration recited was paid, that the recitals are true, or that the executant had capacity or acted freely. It may be attacked as void for forgery or impersonation, or as voidable for fraud, coercion, undue influence or misrepresentation, by a suit under Section 31 of the Specific Relief Act, 1963. So the advantage of a registered conveyance over an agreement is very great, but it is an advantage in operation, priority, notice and proof, and not in the security of the title itself.

5. Section 17(1A) and Section 53A

Section 17(1A), Registration Act, 1908, and Section 53A, Transfer of Property Act, 1882

17(1A). The documents containing contracts to transfer for consideration any immovable property for the purpose of section 53A of the Transfer of Property Act, 1882 shall be registered if they have been executed on or after the commencement of the Registration and Other Related Laws (Amendment) Act, 2001, and if such documents are not registered, they shall have no effect for the purposes of the said section 53A.

53A. Where a person contracts to transfer for consideration any immovable property by writing signed by him, from which the terms necessary to constitute the transfer can be ascertained with reasonable certainty, and the transferee has in part performance taken possession, or being already in possession continues in possession in part performance and has done some act in furtherance of the contract, and has performed or is willing to perform his part, then the transferor and persons claiming under him shall be debarred from enforcing against the transferee any right in respect of the property of which the transferee has taken or continued in possession, other than a right expressly provided by the terms of the contract.

The amendment came into force on 24 September 2001. A contract executed before that date is unaffected, and part performance may be pleaded on it though it is unregistered.
Section 17(1A) does not invalidate the contract. It withdraws only the shield. The agreement remains a valid contract, enforceable by a suit for specific performance, and admissible for that purpose under the proviso to Section 49.
Section 53A is a shield and not a sword. It debars the transferor; it gives the transferee no title, no right to sue for possession, and no right to sue a third party as owner.
Possession must be referable to the contract. Possession already held in an independent character, such as a tenancy, is not possession delivered under the agreement, as the Supreme Court reiterated in Vayyaeti Srinivasarao v. Gaineedi Jagajyothi, 2026 INSC 59, where the promisee was in occupation as a tenant before the agreement was made.
The proviso protects a transferee for value without notice, which is why a registered agreement, giving constructive notice, is worth much more than an unregistered one.

6. The Unregistered Conveyance and the Proviso to Section 49

When a sale deed fails for want of registration, it does not become waste paper. The proviso to Section 49 lets it be read as evidence of a contract in a suit for specific performance, and a sale deed contains, on its face, an agreement to sell. So the failed conveyance collapses into the very thing it was meant to supersede.

The purpose for which the unregistered sale deed is offered	Admissible?
To prove the transfer of ownership	No, Section 49(a) and (c)
To prove the terms of the sale, as a sale	No
As evidence of a contract, in a suit for specific performance	Yes, proviso to Section 49
As evidence of part performance under Section 53A	Yes, subject to Section 17(1A) for documents executed on or after 24 September 2001
To show the character in which the purchaser holds possession, where that is not the main dispute	Yes, as a collateral fact
For any purpose at all, where the document is also unstamped	No, until the duty and penalty are paid, Section 35 of the Indian Stamp Act, 1899

7. Stamp Duty: The Deemed Conveyance

1. A conveyance attracts ad valorem duty on the higher of the consideration set forth and the market value, under the State amendments to the Indian Stamp Act, 1899.

2. An agreement to sell attracts nominal duty in most State schedules, because it transfers nothing.

3. Unless possession is delivered. Most State schedules provide that an agreement to sell accompanied by or followed by delivery of possession is chargeable as a conveyance. This is the deemed conveyance rule, and it is the commonest stamp dispute in property practice.

4. Most schedules then allow a set off, so that the duty paid on the agreement is adjusted against the duty on the conveyance that follows.

5. What amounts to delivery of possession is the same enquiry as under Section 53A. Possession held in another character is not possession delivered under the agreement, on the reasoning in Vayyaeti Srinivasarao.

6. The stamp bar is independent of the registration bar. Section 35 of the Stamp Act makes an unstamped instrument inadmissible for any purpose, with no collateral purpose exception, so where a document is both unstamped and unregistered the stamp objection must be cleared first.

8. Neither a Power of Attorney Nor a Will Is a Conveyance

📖 Suraj Lamp & Industries (P) Ltd. v. State of Haryana, (2012) 1 SCC 656

Facts. The Court examined the widespread practice, in Delhi and the neighbouring States, of transferring immovable property by a package of documents rather than a conveyance: an agreement to sell, a general power of attorney in favour of the purchaser, a will in his favour, and a receipt for the consideration. The object was to avoid stamp duty and registration, and sometimes to circumvent restrictions on transfer.

Held. The Court held that such transactions do not convey title and do not amount to transfers. A power of attorney is not an instrument of transfer; it creates an agency. An agreement to sell transfers no title, by the third paragraph of Section 54. A will takes effect only on death and is revocable until then. Immovable property can be transferred only by a registered deed of conveyance.

Ratio. What none of the documents can do singly, they cannot do in combination. The Court clarified that the judgment does not affect the legitimate use of agreements to sell and powers of attorney, does not affect Section 53A, and does not disturb transactions already concluded, whose holders were left to regularise their titles.

9. The Practical Sequence

1. The parties agree, and reduce the agreement to writing. Earnest money is usually paid, and a date is fixed for completion.

2. Title is investigated. The purchaser searches the register under Section 57, obtains an encumbrance certificate, and examines the chain of title.

3. The conveyance is drafted, describing the property as Sections 21 and 22 require.

4. Duty is paid, on the higher of the consideration and the market value, before or at the time of execution under Section 17 of the Stamp Act.

5. The deed is executed, and the purchase price is paid.

6. It is presented within four months under Section 23, at the proper office under Sections 28 to 31, by a person competent under Section 32.

7. Execution is admitted under Section 35, after the enquiry under Section 34.

8. The officer endorses and certifies under Sections 58 to 60, and the deed is copied into Book 1 under Section 51.

9. Title passes, with effect from the date of execution, under Section 47.

10. Mutation follows, which records the purchaser's name for revenue purposes and confers no title of its own.

10. The Position Stated Shortly

1. A conveyance is the general word for an instrument transferring property inter vivos; a sale deed is a conveyance on sale; a registered sale deed is that deed once registration is complete.

2. An agreement to sell is a contract that a sale shall take place, and it creates no interest in or charge on the property, Section 54, third paragraph.

3. A conveyance above one hundred rupees can be made only by a registered instrument, Section 54, second paragraph, and must be registered under Section 17(1)(b).

4. An agreement to sell is outside Section 17(1)(b) by force of Section 17(2)(v), because it merely creates a right to obtain another document.

5. Section 17(1A) requires registration of a contract relied on for Section 53A, executed on or after 24 September 2001, and withdraws that shield alone if it is not registered.

6. Section 53A is a shield against the transferor and gives no title; the possession must be taken in part performance of that contract, Vayyaeti Srinivasarao v. Gaineedi Jagajyothi.

7. Registration makes the conveyance operate, dates it back to execution under Section 47, gives priority under Sections 48 and 50, gives constructive notice, puts it on a public record, and eases proof.

8. Registration does not add title: a vendor with none conveys none, and a registered deed may always be challenged in a civil court.

9. An unregistered conveyance may still be read as evidence of a contract in a suit for specific performance, under the proviso to Section 49.

10. An agreement accompanied by delivery of possession is charged as a conveyance in most State stamp schedules, with a set off against the later deed.

11. A power of attorney, an agreement to sell and a will, singly or together, do not convey title, Suraj Lamp & Industries v. State of Haryana.