Introduction
On May 27, 2025, the Department of Land Resources under the Ministry of Rural Development invited suggestions and comments on the draft Registration Bill, 2025 ("Bill"). The Bill seeks to replace the existing 117-year-old Registration Act, 1908 ("Act"), with the intent to align the legislative landscape with the needs of today, especially considering the technologies that are available to achieve a near paperless system. The Bill has also proposed various modifications to the existing Act, which have been aimed at addressing certain legacy issues and harmonizing registration requirements across all States.
This paper discusses some of the key changes that will come into effect once the Bill is enacted and the impact that these changes will have on transactions in the financing and real estate sectors.
Equitable Mortgage
Present Position: Pursuant to Section 58(f) of the Transfer of Property Act, 1882 ("ToPA"), a mortgage on a property, may be created by a mortgagor in a notified town, by depositing title deeds pertaining to such property with a creditor or its agent ("Equitable Mortgage")1. The proviso to Section 48 of the Act clarifies that an Equitable Mortgage shall be effective against any registered mortgage deed subsequently executed with respect to the same property. This is an exemption to the rule that a registered document will take effect against any oral agreement relating to the same property.2
Proposed Position under the Bill: Under Section 12 of the Bill (which is a non-obstante provision), it has been proposed that a document which sets out the terms and conditions for an Equitable Mortgage shall be mandatorily registrable, except where such instrument is filed under Section 14(3) of the Bill. Under Section 14(3) of the Bill, all banks, financial institutions, and other creditors, in whose favour an Equitable Mortgage has been created, are required to file copies of the title deeds with the relevant registrar, notifying the registrar of the creation of such mortgage. Further, Section 17(2) of the Bill (which corresponds to the proviso to Section 48 of the Act) clarifies that, only an Equitable Mortgage which has been notified to the registrar under Section 14(3) of the Bill will take effect against a subsequently executed mortgage deed for the same property.
Analysis and Impact: Typically, creation of an Equitable Mortgage is accompanied by a memorandum from the creditor recording such deposit of title deeds and a declaration made by the mortgagor acknowledging such deposit. While considering whether a document pertaining to an Equitable Mortgage is required to be registered under Section 17 of the Act, the courts in India have time and again drawn a distinction between a memorandum that merely evidences the deposit of title deeds and a memorandum that creates any rights or liabilities pertaining to the Equitable Mortgage3. It has been consistently ruled that the former is not required to be registered, but the latter would be a compulsorily registrable document under Section 17 of the Act.4 This view of the courts has now been included in the provisions of the Bill. Interestingly, it may be noted that, States such as Maharashtra, Tamil Nadu and Gujarat have already incorporated amendments to Section 17 of the Act, mandating registration of all instruments relating to Equitable Mortgages, irrespective of whether such instrument merely records the creation of Equitable Mortgage.5] Such strict requirements of registration may be diluted once the Bill is enacted, unless these States introduce fresh amendments. It may also be noted that, once the Bill is passed, lenders will have an additional obligation to notify the registrar under Section 14(3) of any Equitable Mortgage created in their favour.
Power of Attorney
Present Position: A power of attorney ("PoA") has not been listed as a compulsorily registrable document under Section 17 of the Act. However States such as Gujarat, Kerala, Maharashtra, Madhya Pradesh, Orissa, Rajasthan and Tamil Nadu through their respective state amendments have mandated registration of a PoA relating to transfer of immovable property in certain instances.6 Further, where the principal has executed the document and given a PoA to its agent for registration of the same, such a PoA must be registered under section 32(c)7 read with section 33 of the Act8.
Proposed Position under the Bill: Under Section 12 of the Bill, it has been proposed that a POA authorising transfer of immovable property (with or without consideration) shall be mandatorily registrable, thereby making this requirement uniform across all States.
Analysis and Impact: The Supreme Court of India ("Supreme Court") in the case of Rajni Tandon v. Dulal Ranjan Ghosh Dastidar9, held that for the purposes of Section 32 and Section 33 of the Act, a PoA need not be registered in instances where a PoA holder himself executes a document on behalf of the principal and then presents that document for execution before the registering officer, as the agent in such cases becomes the executant for the purposes of the Act.10 However, very recently, in the case of G. Kalavathi Bai v. G. Shashikala11 the Supreme Court has taken a view which is contrary to its earlier decision in Rajni Tandon v. Dulal Ranjan Ghosh Dastidar12 and held that, even if an agent signs a document on behalf of the principal, such an agent would still need to comply with the provisions of Section 32 and Section 33 of the Act. Presently, this matter has been referred to a larger bench. With the advent of the Bill, this distinction between the agent acting as an executant of the document (for transfer of immovable property) or simply presenting such document for registration, will become obsolete, since the Bill proposes that "any power of attorney authorising transfer of immovable property" is required to be registered.
Lease
Present Position: Under Section 17(1)(d) of the Act "leases of immovable property from year to year, or for any term exceeding one year, or reserving a yearly rent" are required to be compulsorily registered under the Act. Pertinently, the definition of 'lease' provided in Section 2 (7) of the Act includes "a counterpart, kabuliyat, and undertaking to cultivate or occupy, and an agreement to lease".
Proposed Position under the Bill: While Section 12(1)(d) of the Bill mirrors Section 17(1)(d) of the Act, the definition of lease has been considerably expanded to include amongst others: (i) any instrument by which tolls are let out; (ii) any writing on an application for a lease signifying the grant thereof by, inter-alia, specifying the premium/ rent payable; and (iii) a mining lease for minor minerals.
Analysis and Impact: While the definition of a lease under the Act has always been inclusive, the significant expansion of the definition under the Bill brings within its ambit documents which are not strictly construed as leases, including, in certain cases, application letters for leases and acknowledgements thereof. Further, it may be noted that certain States such as Maharashtra, Andhra Pradesh and Bihar13 have made registration of all lease agreements mandatory irrespective of the tenure of the lease; however, leases with a tenure of less than 1 (one) year are still excluded from registration requirements under the Bill.
Agreement for Sale
Present Position: Not all agreements for sale (each an "AFS") are required to be registered under Section 17 of the Act. In fact, by virtue of Section 17(1A) of the Act, only an AFS accompanied by possession as provided in Section 53A of ToPA14 is mandatorily registrable. Moreover, as per Section 17(2)(v), read with the Explanation to Section 17(2),15 an AFS (if not covered under Section 17(1A)) has been specifically excluded from the purview of Section 17(1).
Proposed Position under the Bill: Under section 12(f) of the Bill, it is proposed that "any document which purports or operates to effect any contract for sale of immovable property, including an agreement for sale" shall be compulsorily registrable. (emphasis supplied)
Analysis and Impact: It may be pertinent to note that States such as Gujarat, Kerala, Madhya Pradesh, Uttar Pradesh and Tamil Nadu16 have made necessary amendments to the Act to provide for mandatory registration of an AFS, irrespective of whether possession of the property is with the transferee. The menace caused by unregistered agreements for sale has also been recognised by the Supreme Court in T.G. Ashok Kumar v. Govindammal,17 wherein the need for amending the Act to ensure compulsory registration of 'agreements for sale' was emphasised. On a separate note, under the Real Estate (Regulation and Development) Act, 2016 ("RERA"), for 'real estate projects' (as defined under RERA), promoters are required to execute and register an agreement for sale with the allottee of a unit prior to accepting any amounts exceeding 10% (ten per cent) of the total cost of such unit.18 Since, the provisions of RERA override the provisions of the Act19, an AFS for any unit/ plot/ apartment, etc. of a real estate project is already required to be registered. To ensure uniformity, the Bill now proposes to include all agreements for sale within the purview of mandatorily registrable documents under Section 12(1).
Construction Contracts & Development Agreements
Present Position: The Supreme Court in the case of Sushil Kumar Agarwal v. Meenakshi Sadhu,20 has distinguished a construction contract from a development agreement as follows:
"When a pure construction contact is entered into, the contractor has no interest in either the land or the construction which is carried out. But in various other categories of development agreements, the developer may have acquired a valuable right either in the property or in the constructed area." (emphasis supplied)
Accordingly, while a joint development agreement gets covered within the scope of Section 17(1)(b)21 of the Act, a simple construction contract would, in ordinary circumstances, be excluded therefrom. It may, however, be noted that construction contracts are registerable in the State of Tamil Nadu pursuant to an amendment made to the Act to this effect.22
Proposed Position under the Bill: It has now been proposed that "any document which purports or operates to effect any contract for sale of immovable property, including an agreement for sale, developer's agreement, or promoter's agreement, by whatever name called, for development of any property or construction of structure" is required to be registered under Section 12(1)(f) of the Bill.
Analysis and Impact: As explained by the courts in India23, typically a construction agreement, unlike a development agreement, does not involve the transfer of any right, title, or interest in the immovable property. However, the provisions of the Bill seek to mandate the registration of such construction contracts wherein the contractor receives not only fees, but also an interest in the property (for example contracts where the contractor receives units/ a share of area in the developed property).
Other Notable Changes
Digitalisation
The Bill has promoted digitalisation of the process of registration with the introduction of Aadhar based verification and electronic record-keeping. Further, actions required for presenting a document for registration (such as affixation of signatures, fingerprints, photographs etc.) may be done electronically/ digitally.24
Refusal of registration
Section 58 of the Bill proposes to introduce a list of additional grounds upon which a registering officer may refuse the registration of a document, provided that the registering officer is not empowered to adjudicate upon any questions of title or ownership of property. Importantly, there is a statutory bar preventing any other registering officer from registering a document once it has been endorsed with reasons for refusal, unless such officer is directed to do so in accordance with the provisions of the Bill.25
Cancellation of registered documents
Section 64 of the Bill proposes to empower the adjudicating authority to cancel the registration of documents on certain prescribed grounds, including where the instrument was registered based on false information or in contravention of the provisions of the Bill. Further, such an adjudicating authority may either act suo moto or upon receipt of a complaint.26
Please find a copy of the Registration Act, 1908, here and a copy of the Registration Bill, 2025, here.
Footnotes
1. Section 58(f) of ToPA –"Mortgage by deposit of title-deeds.—Where a person in any of the following towns, namely, the towns of Calcutta, Madras, and Bombay, and in any other town which the State Government concerned may, by notification in the Official Gazette, specify in this behalf, delivers to a creditor or his agent documents of title to immoveable property, with intent to create a security thereon, the transaction is called a mortgage by deposit of title-deeds."
2. Section 48 of the Act.
3.Sundarachariar v. Narayana Ayyar, A.I.R. 1931 P.C. 36.
4. State of Haryana v. Navir Singh, 2014 (1) SCC 105. Also see Sir Hari Shankar Paul vs Kedar Nath Saha, A.I.R. 1939 P.C. 167, Ramchandra Laxman v. The Bank of Kolhapur A.I.R. 1952 Bom. 315, Chaina Ram v. Jai Roop AIR 2006 Raj 239, and Royal Printing Works v. Oriental Bank of Commerce, AIR 1990 AP 120.
5. Registration (Maharashtra Amendment) Act, 2010, Registration (Tamil Nadu Amendment) Act, 2012 and Registration (Gujarat Amendment) Act, 2008, respectively.
6. Registration (Gujarat Amendment) Act, 2016, Registration (Kerala Amendment) Act, 2012, Registration (Maharashtra Amendment) Act, 2010, Registration (Madhya Pradesh Amendment) Act, 2009, Registration (Orissa Amendment) Act, 2001, Registration (Rajasthan Amendment) Act, 2021, and Registration (Tamil Nadu Amendment) Act, 2012, respectively.
7. Section 32 of the Act – "Persons to present documents for registration.— Except in the cases mentioned in sections 31, 88 and 89, every document to be registered under this Act, whether such registration be compulsory or optional, shall be presented at the proper registration-office,— ....(c)by the agent of such person, representative or assign, duly authorised by power-of-attorney executed and authenticated in manner hereinafter mentioned." (emphasis supplied)
8. Section 33 of the Act – "Power-of-attorney recognisable for purposes of section 32.—(1) For the purposes of section 32, the following powers-of-attorney shall alone be recognized, namely:— (a) if the principal at the time of executing the power-of-attorney resides in any part of India in which this Act is for the time being in force, a power-of-attorney executed before and authenticated by the Registrar or Sub-Registrar within whose district or sub-district the principal resides;...". (emphasis supplied)
9. Rajni Tandon v. Dulal Ranjan Ghosh Dastidar, (2009) 14 SCC 782.
10]Also see Amar Nath v. Gian Chand, 2022 2 SCALE 52, and Ashok Kumar v. Sub Registrar Thrithala, 2018/KER/49123.
11. G. Kalavathi Bai v. G. Shashikala (2025 INSC 851).
12. Supra 9.
13. Section 55, Maharashtra Rent Control Act, 1999, Registration (Andhra Pradesh Amendment) Act, 1999 and Registration (Bihar Amendment) Act, 2010, respectively.
14. Section 53A of TOPA, "Part Performance- Where any person contracts to transfer for consideration any immoveable property by writing signed by him or on his behalf from which the terms necessary to constitute the transfer can be ascertained with reasonable certainty, and the transferee has. in part performance of the contract, taken possession of the property or any part thereof, or the transferee, being already in possession, continues in possession in part performance of the contract and has done some act in furtherance of the contract, and the transferee has performed or is willing to perform his part of the contract, then, notwithstanding that or, where there is an instrument of transfer, that the transfer has not been completed in the manner prescribed there for by the law for the time being in force, the transferor or any person claiming under him shall be debarred from enforcing against the transferee and persons claiming under him 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: Provided that nothing in this section shall affect the rights of a transferee for consideration who has no notice of the contract or of the part performance thereof." (emphasis supplied)
15. Section 17(2)(v) and Explanation to Section 17(2) of the Act, "Documents of which registration is compulsory- - Nothing in clauses (b) and (c) of sub-section (1) applies to [...]
(v) any document other than the documents specified in sub-section (1-A) not itself creating, declaring, assigning, limiting or extinguishing any right, title or interest of the value of one hundred rupees and upwards to or in immovable property, but merely creating a right to obtain another document which will, when executed, create, declare, assign, limit or extinguish any such right, title or interest; [...]
Explanation - a document purporting or operating to effect a contract for the sale of immovable property shall not be deemed to require or ever to have required registration by reason only of the fact that such document contains a recital of the payment of any earnest money or of the whole or any part of the purchase money." (emphasis supplied)
16. The Registration (Tamil Nadu Amendment) Act, 2012, The Registration (Madhya Pradesh Amendment) Act, 2009, Registration (Kerala Amendment) Act, 2012, The Uttar Pradesh Civil Laws (Reforms and Amendment) Act, 1976 and Registration (Gujarat Amendment) Act, 1982.
17. T.G. Ashok Kumar v. Govindammal (2010) 14 SCC 370.
18. Section 13(1) of RERA.
19. Section 89 of RERA.
20. Sushil Kumar Agarwal v. Meenakshi Sadhu, (2019) 2 SCC 241. Also see Rameshwar v. State of Haryana, (2022) 17 SCC 1, Ashok Kumar Jaiswal v. Ashim Kumar Kar, 2014 SCC OnLine Cal 3497, andSITAC Pvt. Ltd. v. Banwari Lal Sons Pvt. Ltd., 2019 SCC OnLine Del 9044.
21. Section 17(1)(b) of the Act, "Documents of which registration is compulsory- The following documents shall be registered, if the property to which they relate is situate in a district in which, and if they have been executed on or after the date on which, Act XVI of 1864, or the Indian Registration Act, 1866, or the Indian Registration Act, 1871, or the Indian Registration Act, 1877, or this Act came or comes into force, namely,[...]
(b) other non-testamentary instruments which purport or operate to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, of the value of one hundred rupees and upwards, to or in immovable property." (emphasis supplied)
22. Registration (Tamil Nadu Amendment) Act, 2012.
23. Supra 20.
24. See inter-alia Chapters (VII), (VIII) and (XIV) of the Bill.
25. Section 59(3) of the Bill. Also see Sections 60 – 63 of the Bill.
26. Section 64(3) of the Bill.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
