Section 15 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 15 controls what happens when a promoter wants to hand his project, or his majority rights and liabilities in it, to someone else. It needs the prior written consent of two-thirds of the allottees and the prior written approval of the Authority. The incoming promoter takes over every pending obligation and gets no extra time. For a developer planning a takeover or buyers facing one, our legal consultation service can help you assess it.
A promoter shall not transfer or assign his majority rights and liabilities in a real estate project to a third party without prior written consent from two-thirds of the allottees (except the promoter) and without the prior written approval of the Authority (15(1)). The transfer does not affect allotments or sales already made. The incoming promoter must independently comply with all pending obligations, under the Act and the existing agreements, and gets no extension of time (15(2)).
Section 15 at a glance
| Provision | What it says |
|---|---|
| 15(1) | No transfer or assignment of majority rights and liabilities without two-thirds allottees' prior written consent and the Authority's prior written approval |
| Proviso to 15(1) | The transfer does not affect allotments or sales made by the erstwhile promoter |
| Explanation to 15(1) | Each allottee counts as one, however many units booked, including through family or related entities |
| 15(2) | Intending promoter must comply independently with all pending obligations |
| Proviso to 15(2) | No extension of time; liable for breach or delay as the Act provides |
Section 15(1): two consents, both prior and written
"The promoter shall not transfer or assign his majority rights and liabilities in respect of a real estate project to a third party without obtaining prior written consent from two-third allottees, except the promoter, and without the prior written approval of the Authority."
| Requirement | Detail |
|---|---|
| What is covered | Transfer or assignment of majority rights and liabilities in the project |
| To whom | A third party |
| Consent 1 | Prior written consent of two-thirds of the allottees, not counting the promoter |
| Consent 2 | Prior written approval of the Authority |
| Both needed | The text joins them with "and" |
"Majority rights and liabilities" is not defined in the text. It reads as the controlling interest in the project, as opposed to a minor stake, but the section gives no percentage and no test. Whether a transfer of shares in a promoter company is a "transfer of majority rights" is likewise not answered here; the section speaks of rights and liabilities "in respect of a real estate project".
The proviso: existing buyers keep their rights
"Such transfer or assignment shall not affect the allotment or sale of the apartments, plots or buildings as the case may be, in the real estate project made by the erstwhile promoter." A buyer whose allotment was made by the earlier promoter continues to hold it, even after the project changes hands.
The Explanation: counting allottees
For the sub-section, an allottee is one allottee only, irrespective of the number of apartments or plots booked by him or booked in the name of his family, and for companies, firms or associations, whether booked in its name or in the name of its associated entities or related enterprises. The same counting rule appears in section 14(2)(ii) for plan changes; see section 14. The definition of "family" is in section 2(x).
Example. A project has 90 allottees, one of whom is a company that booked 30 flats through three related firms. For the two-thirds count, that company and its related entities count as one allottee. So the base is the individual allottees plus that one, not 90 plus 30 units. The text does not say how the count is verified, nor whether silent allottees are treated as consenting; the consent must be written and prior.
Section 15(2): what the new promoter takes on
"On the transfer or assignment being permitted by the allottees and the Authority under sub-section (1), the intending promoter shall be required to independently comply with all the pending obligations under the provisions of this Act or the rules and regulations made thereunder, and the pending obligations as per the agreement for sale entered into by the erstwhile promoter with the allottees."
The incoming promoter's duties are therefore in two layers:
- Duties under the Act, rules and regulations, such as updating the project page and following the sanctioned plans (see section 11).
- Duties under the existing agreements for sale, such as the date of possession and the specifications.
The proviso: no extra time
"Any transfer or assignment permitted under provisions of this section shall not result in extension of time to the intending promoter to complete the real estate project and he shall be required to comply with all the pending obligations of the erstwhile promoter, and in case of default, such intending promoter shall be liable to the consequences of breach or delay, as the case may be, as provided under this Act or the rules and regulations made thereunder."
| Rule | Effect |
|---|---|
| No extension | The completion and possession dates stay as they were |
| Pending obligations | All of the earlier promoter's pending obligations pass to the new one |
| Default | The new promoter faces the same consequences of breach or delay |
The text uses "independently", which suggests the new promoter cannot say that a default is the earlier promoter's. It does not say whether the earlier promoter remains liable for past breaches; it also does not address liabilities already crystallised. Section 15 is silent on what the Authority must examine before giving approval; the regulations of your State's Authority may set the procedure, and they differ by State.
Why section 15 matters
- For allottees: a change of promoter cannot happen behind their backs; two-thirds must consent in writing in advance.
- For incoming promoters: this is a takeover of live liabilities with a fixed clock, not a clean start.
- For the Authority: its approval is a separate gate. Two-thirds consent alone does not suffice, and the Authority's approval alone does not suffice.
The text does not say what the consequence is of a transfer made without these consents. It is a breach of the Act, and the general provisions on penalties and on revocation (see section 7) may come into play; for an overview, see penalties under RERA.
Need help with a change of promoter?
A takeover of a stalled or running project has to get both the allottees' written consent and the Authority's approval in the right order, and the incoming promoter must be ready to carry every pending obligation. Our legal consultation team can review the transfer documents, count the consents and help prepare the application to the Authority.
Key takeaways
- Transfer of majority rights and liabilities needs two-thirds allottees' prior written consent and the Authority's prior written approval.
- Existing allotments and sales are not affected.
- For counting, an allottee with several units or related entities counts as one.
- The incoming promoter must independently comply with all pending obligations.
- No extension of time follows from the transfer.
Read next
- Section 16: insurance of the real estate project
- Section 14: sanctioned plans and structural defects
- Obligations of promoter under RERA: sections 11 to 18
- IBC for real estate companies: RERA interaction
Disclaimer: Based on the Real Estate (Regulation and Development) Act, 2016 as enacted, as consulted on 1 October 2026. Rules, forms, fees and procedures are made by each State and Union territory and its Real Estate Regulatory Authority and differ from State to State. This article is general information, not legal advice; check the official text and your State's rules before acting.