How to Review a Sale Deed / Conveyance in India

A sale deed, also called a conveyance deed, is the document that actually transfers ownership of a house, flat, plot, or commercial property from seller to buyer. It is not the same as the agreement to sell that usually comes before it, and it is not something you can e-sign and email over. This guide (published by Adira, which makes contract review and CLM software, so we have a commercial stake in you getting good at this, but the guide stands on its own) walks through what a sale deed must say, the statute that governs it, the stamp duty and registration steps that make or break its legal value, and the GPA-as-substitute mistake the Supreme Court shut down more than a decade ago, one buyers still fall into.

Sale deed versus agreement to sell

These two documents get confused constantly, and the confusion costs people money. Section 54 of the Transfer of Property Act, 1882 defines "sale" as "a transfer of ownership in exchange for a price paid or promised or part-paid and part-promised," and says that for immovable property worth Rs 100 or more (in practice, every property in India), such a transfer "can be made only by a registered instrument." An agreement to sell is different: the same section says that "a contract for the sale of immoveable property... does not, of itself, create any interest in or charge on such property." It is a promise to transfer ownership later, once conditions like full payment are met; a registered sale deed is the transfer itself. Read Section 54 on Indian Kanoon. Signing and even stamping an agreement to sell does not make you the owner; only a registered sale deed does.

Parties and the title chain

Every sale deed opens by naming the seller and buyer, their addresses and PAN details, and it should recite how the seller came to own the property: purchase, inheritance, gift, or partition, with the prior deed's registration details. This recital starts the title chain, and reviewing it means tracing ownership back further than the current deed. Indian lawyers and banks conventionally check a 30-year title chain, well beyond the 13-year limitation period for recovering immovable property under Article 65 of the Limitation Act, 1963, pulling certified copies of each prior deed from the Sub-Registrar's office plus a fresh Encumbrance Certificate. If the deed skips straight from "Seller is the absolute owner" to the property schedule, with no recital of how ownership arrived, that is the first thing to chase down.

The property schedule

The schedule is a precise, standalone description: survey number or plot number, village or ward, sub-registration district, built-up and carpet area, boundaries on all four sides, and, where relevant, the approved building plan or khata/property tax number. A schedule that just says "the flat at [building name], approximately [X] sq ft," with no survey number and no boundaries, is harder to enforce or mortgage later, since the thing transferred is not clearly identified. Cross-check it against the mother deed, the property tax receipt, and, for an apartment, the RERA-registered carpet area; mismatches here are common and worth fixing before signing.

Consideration, payment, and the tax trail

Section 54 ties "sale" to a price, "paid or promised or part-paid and part-promised," so the consideration clause must state the actual, full amount, not a figure understated to save stamp duty. Three tax rules bite here. Under Section 194-IA of the Income Tax Act, a buyer paying Rs 50 lakh or more must deduct 1% TDS on the higher of the actual price or the stamp duty value, deposit it via Form 26QB, and hand the seller Form 16B, a buyer default, not a seller one. Section 269ST bars anyone from receiving Rs 2 lakh or more in cash for a single transaction, with a penalty under Section 271DA equal to the amount received. And if the consideration is lower than the state's circle rate, Section 50C deems the higher value as the seller's sale price for capital gains, while Section 56(2)(x) taxes the buyer on the same gap once it exceeds the higher of Rs 50,000 or 10% of the price; under-declaring the price routinely creates a bigger tax bill than it saves. Also check the payment terms against Section 55(6)(b) of the Transfer of Property Act, which gives the buyer "a charge on the property... to the extent of the seller's interest" for any part-payment made before completion.

Encumbrances: what the seller must disclose

Section 55(1)(a) of the Transfer of Property Act makes it the seller's duty "to disclose to the buyer any material defect in the property or in the seller's title thereto of which the seller is, and the buyer is not, aware." Read Section 55 on Indian Kanoon. This applies by default, "in the absence of a contract to the contrary," but a well-drafted deed still states that the property is free from mortgages, liens, litigation, and unpaid dues, and that any existing charge, a home loan not yet closed, will be cleared and the release deed registered before or with this sale. Silence is not automatically dangerous, Section 55(1)(a) still applies, but it leaves you relying on the seller's honesty, not a written warranty.

Title covenant and indemnity

Section 55(2) states that "the seller shall be deemed to contract with the buyer that the interest which the seller professes to transfer to the buyer subsists and that he has power to transfer the same." This implied covenant exists whether or not the deed says so, but a properly drafted deed makes it explicit and pairs it with an indemnity: if the buyer's title is later disturbed by a claim predating the sale, an unregistered prior sale, an undisclosed heir, a forged document, the seller indemnifies the buyer for the loss, including legal costs. Without an express indemnity, the buyer must argue the implied covenant from scratch if a dispute surfaces years later.

Possession

The deed should state when and how possession transfers, physical handover, keys, any tenancy being vacated, tied to registration and full payment. Under Section 54, delivery of possession only substitutes for registration when the property is worth under Rs 100, which today is never; registration transfers ownership, and possession is a separate fact worth documenting with a signed receipt, since it is the strongest day-to-day evidence of who controls the property.

Stamp duty: heavy, and set state by state

Stamp duty is charged as a percentage of either the declared consideration or the state's circle rate, ready reckoner rate, or guidance value, whichever is higher, fixed by each state's own Stamp Act, so it varies widely, roughly 3% to 8% across most states, sometimes lower for women buyers, plus a registration fee, commonly around 1%. There is no single national number; check the current schedule for the specific district before budgeting, since under-stamping does not save money, it delays the deed and attracts a penalty on top of the deficient duty once caught.

Registration is compulsory, not optional

A sale deed falls within Section 17(1)(b) of the Registration Act, 1908, which requires registration of "non-testamentary instruments which purport or operate to create, declare, assign, limit or extinguish... any right, title or interest... of the value of one hundred rupees and upwards, to or in immovable property." An unregistered sale deed above that value has no legal effect as a transfer; it cannot even be used as evidence of the transaction, only, narrowly, of a collateral fact. See when a contract needs registration in India for the full mechanics and filing deadlines.

Why a sale deed cannot simply be e-signed

The IT Act's First Schedule originally excluded any "contract for the sale or conveyance of immovable property" from electronic execution; that item was omitted by a September 2022 amendment, so the IT Act itself no longer names sale deeds as barred. That change matters less than it sounds, because the Registration Act was never touched: a sale deed still needs registration under Section 17, which generally means the parties, or their authorised representatives, appearing in person before the Sub-Registrar with the original document and biometrics. Treat a sale deed as needing wet-ink signature and physical registration unless your state has a fully working e-registration process for that property type, which most do not yet. See documents that cannot be e-signed in India for the full First Schedule list.

The GPA trap: a case every buyer should know

A recurring shortcut in Indian property deals is to skip a registered sale deed and instead take a General Power of Attorney, a sale agreement, and a will from the seller: cheaper, faster, no Sub-Registrar visit. In Suraj Lamp & Industries (P) Ltd v State of Haryana, AIR 2012 SC 206, the Supreme Court held that "immovable property can be legally and lawfully transferred/conveyed only by a registered deed of conveyance" and that so-called "GPA sales" or "SA/GPA/WILL" transfers "do not convey title and do not amount to a transfer... nor can they be recognised as a valid mode of transfer of immovable property." See the judgment on Indian Kanoon. A GPA can still authorise someone to later execute a sale deed on your behalf; it cannot itself be the transfer. A deal built on a GPA and a will instead of a registered deed is not a shortcut, it is not a sale at all in Indian law.

Red flags in a sale deed

Normal	Red flag	Why it matters
Recital traces ownership through prior registered deeds	Title recital missing or vague	No visible chain, no way to check for a break in title
Schedule gives survey number, area, and boundaries	Vague schedule, no survey number	Hard to identify or enforce what was actually transferred
Full consideration stated, at or above circle rate	Consideration deliberately understated	Triggers Section 50C/56(2)(x) tax exposure on both sides
Payment by bank transfer, cheque, or demand draft	Large cash component in the payment	Breaches Section 269ST above Rs 2 lakh; penalty falls on recipient
Encumbrances disclosed, release deed for any loan	Deed silent on mortgages or litigation	Buyer inherits an undisclosed charge with no warning
Express title covenant and indemnity clause	Only the implied Section 55(2) covenant	Buyer must litigate an implied term, not an explicit promise
TDS under Section 194-IA deducted, Form 26QB filed	No TDS for a deal above Rs 50 lakh	Buyer faces interest and penalty for the seller's oversight
Title built on a chain of registered deeds	Title built on a GPA, agreement, and will	Under Suraj Lamp, not a valid transfer at all
Deed stamped correctly and registered	Drafted for e-signature only, no registration planned	Legally ineffective, and inadmissible as evidence

Bad clause, better clause

Bad: "The Seller has clear title to the Property and the Buyer accepts the Property as is."

What is wrong: this is not a title covenant, it is a disclaimer. "As is" pushes all title risk onto the buyer with no indemnity if a defect surfaces later, and it lacks the specificity a lender or future buyer expects.

Better: "The Seller represents and warrants that the Seller is the sole and absolute owner of the Property, with full right and authority to sell and convey the same, that the Property is free from all encumbrances, charges, liens, and claims of any nature, and that there is no pending litigation, attachment, or acquisition proceeding affecting the Property. The Seller shall indemnify and keep indemnified the Buyer against any loss, cost, or claim arising from any defect in the Seller's title existing prior to this deed, including legal costs incurred in defending such claim."

What changed: the covenant is specific (ownership, authority, no encumbrances, no litigation) instead of a generic "clear title," and it is backed by an express indemnity, so a defect found later has a written promise behind it, not just the implied Section 55(2) covenant.

The sale deed review checklist

1. Is this actually a registered sale deed, not an agreement to sell or a GPA-based arrangement?
2. Does the recital trace title through prior registered deeds, ideally 30 years back, with a fresh Encumbrance Certificate?
3. Does the schedule give survey/plot number, area, and boundaries, matching the mother deed and tax records?
4. Is the full consideration stated, at or above the state's circle rate?
5. Is the payment bank-traceable, with no single cash payment at or above Rs 2 lakh?
6. If above Rs 50 lakh, is 1% TDS under Section 194-IA accounted for, with Form 26QB filed?
7. Are all existing encumbrances disclosed, with a release deed for any loan being closed?
8. Is there an express title covenant and indemnity clause, not just "clear title"?
9. Does the deed state when and how possession transfers, backed by a possession receipt?
10. Has stamp duty been calculated on the current schedule for that district?
11. Is registration under Section 17 actually scheduled, with both parties' appearance arranged?
12. Do the seller's PAN, ID, and signing authority check out, with any power of attorney used only to execute, never as the transfer itself?

US and global contrast

In much of the US, a real estate closing can be largely paperless: e-signed documents, digital notarisation in many states, and county-level e-recording, often without either party visiting an office. India's position is structurally different, not just slower to adopt the same tools: compulsory physical registration under the Registration Act is a separate, non-waivable requirement, independent of how advanced e-signature technology gets. If your reference point is a US-style digital closing, recalibrate: the Sub-Registrar's office is the step that actually creates ownership here, and there is no routing around it.

When a lawyer is actually worth it

This guide gets you to a properly structured sale deed for a routine residential resale with a clean title chain. A lawyer, ideally with a title search report, earns their fee for anything less routine: agricultural land, inherited property with multiple heirs, a builder-buyer flat with a layered title, pending litigation, or a deal where tax exposure under Sections 50C, 56(2)(x), and 194-IA needs planning, not just compliance. Run the checklist above against a draft yourself first, free, in Weave, before deciding whether it needs a lawyer's eyes.

FAQ

Is an agreement to sell the same as a sale deed? No. An agreement to sell is a promise to transfer ownership later, once conditions like full payment are met; under Section 54 it "does not, of itself, create any interest in or charge on" the property. Only a registered sale deed transfers ownership.

Can I e-sign a sale deed in India? Not effectively. The IT Act's bar on e-signing property sale contracts was removed in 2022, but the Registration Act still requires registration under Section 17, which in practice means physical appearance before the Sub-Registrar. A sale deed you only e-sign, with no registration, does not transfer ownership.

What is the difference between a GPA sale and a registered sale deed? A GPA, sale agreement, and will together are not a transfer at all. In Suraj Lamp & Industries v State of Haryana, AIR 2012 SC 206, the Supreme Court held that immovable property "can be legally and lawfully transferred/conveyed only by a registered deed of conveyance." A GPA can authorise someone to later execute a sale deed; it cannot substitute for one.

How much stamp duty will I pay on a sale deed? It depends on the state and the property's location, generally a percentage of the higher of the declared consideration or the circle rate/guidance value, roughly 3% to 8% across most states, plus a registration fee around 1%. Check the current schedule for your district before budgeting.

Do I have to deduct TDS when buying property? Yes, if the consideration is Rs 50 lakh or more. Under Section 194-IA you must deduct 1% TDS on the higher of the actual price or the stamp duty value, deposit it via Form 26QB, and give the seller Form 16B. This is the buyer's obligation, not the seller's.

Why does the price matter for income tax, separate from stamp duty? If the declared consideration is lower than the circle rate by more than a small tolerance, Section 50C treats the higher value as the seller's deemed sale price for capital gains, and Section 56(2)(x) can tax the buyer on the same gap as income. Under-declaring the price usually creates a larger tax bill than it saves.

This guide gets you to a sale deed that names the right things, discloses what it should, and gets registered the way Indian law requires. It does not tell you whether a specific title chain is clean, or how a court would read your specific facts, that depends on documents this guide has not seen, and is not legal advice. Get a lawyer and a proper title search before you sign or register a sale deed for any property of real value.