Specimen Sale Deed by Liquidator in Voluntary Winding Up — Format 2026

Specimen Sale Deed explained: this guide covers what Specimen Sale Deed 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.

Liquidator's Authority to Sell

During voluntary winding up (members' voluntary or creditors' voluntary) under Sections 304-323 of the Companies Act, 2013: the liquidator has the power to sell the company's assets — including immovable property — to satisfy the company's debts and distribute surplus to members. Under Section 319: the liquidator can sell the property of the company by public auction or private contract, with power to transfer the property in the company's name. For voluntary winding up: NCLT approval may not be required for every sale (unlike compulsory winding up). However: for significant transactions, the liquidator should seek directions from the members (in members' voluntary) or the committee of inspection (in creditors' voluntary).

Specimen Sale Deed by Liquidator

SALE DEED

This Sale Deed is made on

BETWEEN:

(In Voluntary Liquidation), represented by Mr./Ms. , Liquidator, appointed by (the "Seller/Vendor")

AND

, (the "Purchaser")

RECITALS

(a) was incorporated on and is presently under voluntary winding up pursuant to Special Resolution dated / NCLT Order dated . (b) Mr./Ms. was appointed as Liquidator on . (c) The Liquidator, in exercise of powers under Section 319 of the Companies Act, 2013, has decided to sell the property described in the Schedule hereto for the purpose of realizing assets and settling the company's liabilities. (d) The property was offered for sale by and the Purchaser's offer of Rs. was accepted .

OPERATIVE CLAUSE

1. The Seller, acting through the Liquidator, hereby sells, conveys, and transfers unto the Purchaser the property described in the Schedule hereto, TO HAVE AND TO HOLD absolutely and forever.

2. The consideration is Rs. — received by the Liquidator (receipt acknowledged).

3. The Liquidator warrants: (a) authority to sell under Section 319, (b) the property is free from encumbrances which shall be discharged from the sale proceeds], (c) the sale proceeds shall be applied as per the winding up provisions (Section 327).

4. The Purchaser shall bear: stamp duty, registration charges, and all costs from the date of this Deed.

Schedule — Property Description

IN WITNESS WHEREOF the Liquidator has executed this Sale Deed on behalf of the Company on .

For (In Liquidation): | Purchaser: | Witnesses: 1. ___ 2. ___

Key Points

(a) The Liquidator signs as: "For and on behalf of (In Voluntary Liquidation)" — NOT in personal capacity. (b) Registration: the sale deed must be registered at the Sub-Registrar's office like any other property sale deed. (c) Stamp duty: applicable at the same rate as regular sale deeds. (d) The sale proceeds are distributed in the priority prescribed by Section 327: secured creditors → preferential payments (employees, taxes) → unsecured creditors → surplus to members. (e) For compulsory winding up (by NCLT): the sale requires express NCLT approval — the liquidator files an application seeking permission to sell.