Section 55 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.
When you sell a house, plot or shop, the law attaches duties to you as seller, and gives you some rights too. As per the text of the Act consulted, these are set out in section 55, which covers both sides of the sale. This article covers the opening words and paragraphs (1) to (4), which deal with the seller, and the closing paragraph on fraudulent omission. The buyer's side, paragraphs (5) and (6), is in our article on section 55, duties and rights of the buyer.
In the absence of a contract to the contrary, the seller must disclose material defects the buyer cannot discover with ordinary care, produce documents of title, answer relevant questions as far as his information goes, execute a proper conveyance on payment or tender, take reasonable care of the property and documents until delivery, give possession, and pay public charges, rent and interest on encumbrances up to the date of sale. He is deemed to promise that the interest he sells subsists and that he has power to transfer it. He is entitled to rents and profits until ownership passes, and to a charge for unpaid price. An omission to make the required disclosures is fraudulent.
How section 55 starts
Section 55 begins: "In the absence of a contract to the contrary, the buyer and the seller of immovable property respectively are subject to the liabilities, and have the rights, mentioned in the rules next following or such of them as are applicable to the property sold".
Two points matter. These rules are defaults: a contract to the contrary can change them. And they apply "such of them as are applicable to the property sold", so a rule that does not fit the property does not apply.
The form of the sale and the registered instrument are dealt with in section 54; see our post on sale of immovable property under section 54. Section 55 deals with the duties that surround the sale, and because these rules can be varied by contract, agreement drafting is where a seller records what has been agreed.
Paragraph (1): the seller is bound
| Clause | The seller must |
|---|---|
| (a) | Disclose to the buyer any material defect in the property, or in the seller's title to it, of which the seller is aware and the buyer is not, and which the buyer could not discover with ordinary care |
| (b) | Produce, on the buyer's request for examination, all documents of title relating to the property which are in the seller's possession or power |
| (c) | Answer, as far as his information goes, all relevant questions put by the buyer about the property or the title |
| (d) | On payment or tender of the amount due on the price, execute a proper conveyance when the buyer tenders it for execution at a proper time and place |
| (e) | Between the date of the contract and delivery, take as much care of the property and the title documents in his possession as an owner of ordinary prudence would take |
| (f) | On being required, give the buyer, or the person he directs, such possession as the nature of the property admits |
| (g) | Pay all public charges and rent accrued up to the date of sale and interest on encumbrances due on that date, and, unless the property is sold subject to encumbrances, discharge all encumbrances then existing |
The copy consulted shows the words "" in clause (a) within square brackets, marking amended wording.
What these mean in practice
(a) Disclosure. The duty has three conditions: the defect is material, the seller knows of it and the buyer does not, and the buyer could not have found it with ordinary care. A hidden defect the seller knows about must be disclosed. A visible crack the buyer could see is a different matter. Defects in the seller's own title count too.
(g) Outgoings and encumbrances. Unless the property is sold subject to encumbrances, the seller must discharge existing encumbrances. Example. Farhan Siddiqui agrees to sell a flat to Meera Rao. Farhan knows that the society has a pending claim for unpaid dues that is not recorded anywhere Meera is likely to look. It is a material defect, Farhan knows it and Meera does not, and Meera could not find it with ordinary care. Under clause (a) Farhan must tell her. A well-drafted sale document with a disclosure schedule helps both sides.
Paragraph (2): the implied promise about title
"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".
There is a proviso: where the sale is made by a person in a fiduciary character, he is deemed to contract only that he has done no act whereby the property is encumbered or whereby he is hindered from transferring it.
The benefit of this contract is annexed to, and goes with, the interest of the transferee, so a later buyer can rely on it too.
Paragraph (3): delivery of title documents after full payment
Where the whole of the purchase-money has been paid, the seller must also deliver to the buyer all documents of title in his possession or power. The proviso has two cases.
- (a) If the seller retains any part of the property covered by the documents, he may keep them all.
- (b) If the whole of the property is sold to different buyers, the buyer of the lot of greatest value is entitled to them.
In either case the holder must, on every reasonable request, produce the documents and furnish true copies or extracts, at the cost of the person asking, and keep the documents safe, uncancelled and undefaced, unless prevented by fire or other inevitable accident.
Printing slips to note. The copy reads "the buyers of the lot of greatest value is entitled" and "any of the other buyer"; the sense is clear.
Paragraph (4): the seller's rights
The seller is entitled:
- (a) to the rents and profits of the property until ownership passes to the buyer; and
- (b) where ownership has passed to the buyer before payment of the whole price, to a charge on the property in the hands of the buyer, any transferee without consideration or any transferee with notice of the non-payment, for the unpaid price and for interest on it from the date possession was delivered.
The words in square brackets in clause (b) are shown in the copy as amended wording. The charge for unpaid price is a protection for sellers who hand over before being paid in full. A seller who relies on it should record it clearly in the sale deed and consider the effect of notice under section 3; see our article on section 3, notice.
The closing paragraph: omission to disclose is fraudulent
"An omission to make such disclosures as are mentioned in this section, paragraph (1), clause (a) and paragraph (5), clause (a), is fraudulent." For the seller, that means silence about a known material defect is treated as fraud. For the contract-law view of fraud, see our article on fraud under section 17 of the Indian Contract Act, 1872 and check the current text of that Act.
Seller's checklist
- List every known defect, including title defects, and disclose them in writing.
- Gather all title documents and allow inspection.
- Clear dues and encumbrances before the sale date, or sell expressly subject to them.
- If handing over before full payment, record the charge for unpaid price.
Stamp duty and registration charges are outside this Act; see our State-wise stamp duty and registration posts.
Need help documenting a sale of property?
A sale document that records disclosures, encumbrances, delivery and the seller's charge saves arguments later. We can draft or review it through agreement drafting.
Key takeaways
- Section 55's rules apply in the absence of a contract to the contrary and only so far as applicable.
- The seller must disclose material defects the buyer cannot find with ordinary care, produce title documents, answer questions as far as his information goes, execute a proper conveyance, take care, give possession and pay public charges, rent and interest to the date of sale.
- He is deemed to contract that the interest subsists and that he has power to transfer it.
- He is entitled to rents and profits until ownership passes and to a charge for unpaid price.
- An omission to make the required disclosures is fraudulent.
- Later amendments and State changes should be checked.
Read next
- Section 55: duties and rights of the buyer of immovable property
- Sections 56 and 57: marshalling by purchaser and sale discharged from encumbrances
- Sale of Immovable Property -- Section 54
- Specimen Sale Deed of Immovable Property -- Format, Clauses and Registration Guide
Disclaimer: Based on a publisher's print of the Transfer of Property Act, 1882 showing amendments up to the Transfer of Property (Amendment) Act, 2002 (3 of 2003), as consulted on 2 October 2026. State amendments, later amendments, stamp duty and registration charges are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.