• Buying commercial office space in resale which is registered in the name of the owners' company

Hi,

I am based out of Mumbai and I am looking forward to buying an office space in resale (not from the builder). The property is in a registered co-operative society and the building has OC.

The office space which I am buying is registered in the name of the company and the company is listed on BSE SME.

Queries:
1. How to verify the property title and if there are any disputes or not?
2. What paperwork is required to legally transfer the property in my name as the property is registered in the name of a company?
3. How to check if the owner has any loan on the property or not?
4. How to obtain an Encumbrance Certificate?
5. If there are any ongoing cases on the company or the company does any kind of scam, will it affect me after the registration is over?
6. Should I pay a 100% amount via bank transfer to the owner (person) or to the company in which the property is registered?
7. As the agreement value is 57 lakhs, do I need to pay TDS of 1%?
8. I will be paying 10% of the amount from my personal savings bank account and the remaining 90% from my proprietorship company's current account. Is that okay? 
9. Should I pay the stamp duty amount from my personal savings account or proprietorship company account?

Any other thing I should keep in mind or evaluate before making the payment and registering the deed?

Thank you in advance.
Asked 4 years ago in Property Law
Religion: Muslim

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19 Answers

1) ask seller to produce original documents of title ie sale deed

 

2) ask company to obtain NOC from society for sale of office space

 

3) no dues certificate

 

4) you can take search in sub registrar office as to whether title is clear and marketable 

 

5) board resolution has to be  passed by  company for sale of office space in society 

 

6) if property is not mortgaged to any bank then you should not have problems after registration of sale deed 

 

7) bank transfer should be in name of company 

 

8) 1per cent TDS has to be deducted 

 

Ajay Sethi
Advocate, Mumbai
94733 Answers
7539 Consultations

5.0 on 5.0

1. How to verify the property title and if there are any disputes or not?
a. take a search in the sub-registrar's office for last 30 years
b.check High Court website for any cases pending against the company
c.also check NCLT inventory
d.issue public notices in 2 local newspapers inviting objections and claims from public

2. What paperwork is required to legally transfer the property in my name as the property is registered in the name of a company?
sale deed signed by the authorised signatory of the company duly appointed under a valid board resolution

3. How to check if the owner has any loan on the property or not?
public notice, high court website search

4. How to obtain an Encumbrance Certificate?
not aware if any authority in Mumbai issues such a certificate. Generally a title certificate issued by an advocate is taken

5. If there are any ongoing cases on the company or the company does any kind of scam, will it affect me after the registration is over?
if there is any stay operating against the company in dealing with any of its properties, then it may affect your title if the sale is done in breach of such stay order

6. Should I pay a 100% amount via bank transfer to the owner (person) or to the company in which the property is registered?
if company is owner then payment is to be made to the company only

7. As the agreement value is 57 lakhs, do I need to pay TDS of 1%?
yes

8. I will be paying 10% of the amount from my personal savings bank account and the remaining 90% from my proprietorship company's current account. Is that okay?
the seller company is not bothered from where or from which sources the purchaser pays the consideration

9. Should I pay the stamp duty amount from my personal savings account or proprietorship company account?
the government is only concerned with its stamp duty. It is not concerned with the source from which the duty is paid

Yusuf Rampurawala
Advocate, Mumbai
7515 Answers
79 Consultations

5.0 on 5.0

1. Search the local courts, ROC and registry office.

2. The Director can represent the company on the basis of a Board Resolution in the sale deed.

3. If the original title deed is available then no equitable mortgage is created.

4. Talk to a local lawyer.

5. Yes, it will affect you.

6. Yes, money is to be paid to the company.

7. Yes

8. Yes

9. A proprietor has no different identity than his personal identity. 

Devajyoti Barman
Advocate, Kolkata
22825 Answers
488 Consultations

5.0 on 5.0

1) Before going ahead to purchase, intimate the seller to produce a good title certificate regarding the property. 2) If the seller fails to produce such a certificate, you have the option to not to purchase it. 3) Still if you want to purchase the property (ie without the seller being able to produce the Good title Certificate), you must appoint an advocate to examine the title of the property. 4) If the seller produces the good title certificate, or, your Advocate, after due examination of the title, advices  in favor of purchase, you must instruct your Advocate to get a notice published in one English and one vernacular daily, of your intention to purchase the stated property; and any objections or encumbrances to be notified to you within 15 days of such publication. 5) If no objections are received, or your Advocate, after examining the objections, advices you that they are not valid, then you can go ahead with executing the Sale deed

 

Netra Mohanchandra Pant
Advocate, Navi Mumbai
1547 Answers
5 Consultations

4.4 on 5.0

Through papers or title search. Board resolution will be needed for any transaction it it's a company. EC can be obtained through sub registrar office and loan details can be checked in the same. Yes if the property is in litigation it will definitely affect you 

It will be paid to company. TDS will be applicable to current IT regulations. Funds can be only paid through banking channel and known source of funds

Prashant Nayak
Advocate, Mumbai
31954 Answers
179 Consultations

4.1 on 5.0

1. You can see the link up document, the present owner sale document and mutation and tax papers of the property.

2  the company need to give a authorisation letter by resolving in board resolution to any one employee or director to sign sale deed in your favour.

3. For same mutation of the property can be check if property is mortgaged or not.

4. It can be obtained from the subregistrar office where the property is registered.

5. No if the transfer is legal and company is active it won't effect you. Check for insolvency proceeding if any pending against company.

6. To company no amount should be paid to person.

7. Yes the TDS shall be applicable.

8. Since firm is proprietary it is ok.

9.You can pay it from any account.

Shubham Jhajharia
Advocate, Ahmedabad
25514 Answers
179 Consultations

5.0 on 5.0

1. Firstly, you should take the copy of property title , Property tax receipt ,mutation etc , from the said company to verify the same. 

- You cannot verify property dispute over the same easily, hence better , before purchasing , publish a Public Notice in the newspaper for any objection.

- Further, there should be a clear clause , and undertaking from the company, that there is no property dispute over the same, and if arise, company will be resposible . 

2. The company should provide you NOC from the society for sale of office space.

3. If, the orgional property documents like title deed, mutation , etc with the company, then it is clear that the property is not mortgaged with any bank.

4. You can get It , from the office of Sub-registrar office where the property is registered. 

5. NO

6. Better option , in case there is some dispute in future. 

7. Yes

8. Yes, 

9. No problem , you can do so.

Mohammed Shahzad
Advocate, Delhi
13230 Answers
198 Consultations

5.0 on 5.0

1. IF property belongs to a Co., THEN it can be sold ONLY by the Co. (and not any individual person) THAT TOO "only" after approving the same in the Board of Directors (BOD) meeting.

2. BOD resolution, Latest Balance Sheet, Original Agreement, Original Share Certificate etc.... will be required to determine the actual sale'able status of property.  Show all the documents to a local Property Lawyers for proper scrutiny and legal opinion, BEFORE purchasing, to protect your overall financial interests.

3. TDS of 1% is to be deducted, for transaction of over 50 lakhs.

4. In further Capital gains can be claimed only on the PAN no. thru which you might have paid, ELSE NO, hence pay from personal account.

Hemant Agarwal
Advocate, Mumbai
5612 Answers
25 Consultations

5.0 on 5.0

Encumbrance will show in company name at sub registrar web site. Board resolution will pass to sell property. Loan will grant in company name only. It will also confirm by checking encumbrance.

Encumbrance Certificate - seller will provide you, you can cross check it. 

5. If there are any ongoing cases on the company or the company does any kind of scam, will it affect me after the registration is over? - YES, so include in sale deed that property is free from any encumbrance and security.

TDS deducts on sale above 50Lacs, You will not pay but will deduct from total amount payable. 57k rs and will deposit with department.

Yes, can make payment from any.

Yogendra Singh Rajawat
Advocate, Jaipur
22636 Answers
31 Consultations

4.4 on 5.0

1. The company will be having the registered title deed which would be sufficient to prove its ownership, besides you can even have the copy of the resolution of the company resolving to sell this property. 

2. The company has to execute a registered sale deed in you name through its authorised representative or by one of its directors or the partners, you may have to obtain all the relevant papers related to the property, produce them before a local lawyer, obtain a proper legal opinion and then proceed only if recommended.

3. The company is the owner and not any individual, if at all the company has mortgaged this property for the purpose of loan then they may not be having the original documents, hence you may better take the assistance of an advocate to confirm the details of loan or any pending legal dispute on the property.

4. Apply for it from the registrar's office.

5. Yes, certainly, hence you may be cautious about it.

6. You may have to transfer the amount through bank transaction to the title holder of the property.

7. Yes, you may have to get TDS as applicable.

8. You may have to have an account of the payment being made towards the sale consideration amount.

9. If the property is bought out of your company's funds then the entire amount has to be paid by your company and not from your personal account.

T Kalaiselvan
Advocate, Vellore
84934 Answers
2197 Consultations

5.0 on 5.0

Below are the documents one must check:

1. Ownership documents, how the property coming from, the chain of document.

2.Record of concern Registrar of property.

3. Necessory and mandatory starutory, and other approvals, NOC.

4.Any financial laibility.

5.Status of property, commercial, non commercial or otherwise, for which the property is purchase is approved for such purpose or not in the Concern Muncipality, or by Any State or otherwise Govt. Rules and regulations.

Mohammed Mujeeb
Advocate, Hyderabad
19299 Answers
32 Consultations

4.7 on 5.0

You have to check encumbrance certificate of property to checkout the liabilities related to property. 

Registration of sale deed on your name is required for transfer of ownership.

You should transfer the funds on name of company. 

 

Mohit Kapoor
Advocate, Rohtak
10687 Answers
7 Consultations

5.0 on 5.0

  1. Consult a tax consultant for your follow up question

Netra Mohanchandra Pant
Advocate, Navi Mumbai
1547 Answers
5 Consultations

4.4 on 5.0

any gain on sale of land or building by the owner is taxable as capital gain.

To save tax on LTCG, an individual is required to purchase a house within two years after the date of sale or construct the house within three years after the date of sale. If an individual does not wish to purchase/construct a house, then you can invest it in 54EC bonds within 6 months from the date of sale.

Mohammed Mujeeb
Advocate, Hyderabad
19299 Answers
32 Consultations

4.7 on 5.0

You can save tax by investing the sale amount in a new house or purchasing capital gain bonds.

 

2) The new properties must be purchased either one year before the sale or two years after the sale of the property. Or the new residential properties must be constructed within three years of sale of the property.

Ajay Sethi
Advocate, Mumbai
94733 Answers
7539 Consultations

5.0 on 5.0

Long term capital gain tax will levy if money not used within 2 years to purchase another property. Benefit can be claim for two properties. 

Money can be deposit till 2 years after that tax will levy if property not purchased or invested in govt. bond. 

 

 

Yogendra Singh Rajawat
Advocate, Jaipur
22636 Answers
31 Consultations

4.4 on 5.0

1. You can deposit that amount in the capital gain account and can purchase the residential property in that case you can save the tax on capital gain.

The period to purchase new property is 2 years.

2. Yes you can deposit and purchase flat out of the amount and same can be adjusted against it

 

3. See if you have not declared it you have to amend it you need to contact your CA.

4. See if you are.phrchasing new property within specified time you are not required to pay same.

Shubham Jhajharia
Advocate, Ahmedabad
25514 Answers
179 Consultations

5.0 on 5.0

1. Amendments to Section 54 – Capital Gains Exemption
Assessees can get an exemption by investing long term capital gains from the sale of house property in up to two house properties against the earlier provision of investment in one house property with same conditions. However, the capital gains on the sale of house property must not exceed Rs 2 crores.

Conditions for availing the benefit of capital gains exemption:

1. The new property can be purchased either 1 year before the sale or 2 years after the sale of the property.

2. The gains can also be invested in the construction of a property, but construction must be completed within three years from the date of sale.

3. In the Budget for 2014-15, it has been clarified that only 1 house property can be purchased or constructed from the capital gains to claim this exemption.

4. Please note that this exemption can be taken back if this new property is sold within 3 years of its purchase/completion of construction.

 

 

 

2.  Taxpayers have an option of depositing such unutilised capital gains in ‘Capital Gains Account’ introduced under Capital Gains Account Scheme.

 

3. You may have to show this in your ITR, if you dont do it then you may face problem.

 

4. Read the answer to first question.

 

T Kalaiselvan
Advocate, Vellore
84934 Answers
2197 Consultations

5.0 on 5.0

1  yes you need to invest the same in capital gain tax binda within 3 years. 

2.If you don't declare and income tax authority do a scrutiny you will be asked to pay a heavy penalty

Prashant Nayak
Advocate, Mumbai
31954 Answers
179 Consultations

4.1 on 5.0

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