If you have a written, registered partnership deed, it is better to include these clauses in it by passing a resolution to that effect. The amended deed has to be registered with the registrar of firms. Otherwise, get a suitable agreement drafted by a competent lawyer and get it duly registered for this specific purpose.

To prepare legal documents for a built-up commercial property with percentage-based profit sharing and restricted sale rights, you should draft a Partnership Deed

2) it should be duly stamped and registered 

3)the partnership deed should specify the percentage allocated to each partner (e.g., "Partner A: 60%, Partner B: 40%"). This ensures net profits or losses are distributed according to their agreed financial or "sweat equity" stakes.

4) Include a "Restriction on Transfer of Property"clause. This explicitly states that no partner can sell, mortgage, or lease their share or the property itself without the unanimous written consent of all other members.

It's better to draft a memorandum of understanding (MOU) and get it registered with the sub registrar. The MOU will be comprised of all the terms and conditions and also the provisions for in case a dispute arises, force majeure clause, etc.

You should prepare a registered co-ownership / partnership agreement clearly stating each person’s percentage share, sharing of profit and loss, and a clause that no one can sell or transfer their share without written consent of the other members.
For immovable property, proper drafting and registration are important to make the arrangement legally enforceable.

Next step you may consider
Please get the agreement drafted and registered through a local property lawyer; if needed, take a phone consultation for correct clauses as per your ownership structure.

It is important to understand that such an arrangement can be legally structured in more than one manner depending upon your commercial intent, tax considerations, and level of control desired among stakeholders. The most commonly adopted and legally sound structures in such cases are either a co-ownership arrangement governed by a co-ownership agreement, or a partnership structure governed by the Indian Partnership Act, 1932, or alternatively a special purpose vehicle such as a private limited company.

If the intention is to hold the immovable property jointly while retaining individual ownership shares, a co-ownership agreement is the most appropriate instrument. In such a case, the sale deed of the property itself must clearly record the undivided share of each co-owner in percentage terms. This ensures that ownership rights are legally recognized under the Transfer of Property Act, 1882. Alongside the sale deed, a detailed co-ownership agreement should be executed to regulate inter se rights and obligations.

The agreement should clearly define the percentage ownership of each party and specify that all income derived from the property, including rent, lease revenue, or commercial exploitation, shall be distributed strictly in proportion to such ownership percentages. Similarly, all expenses, liabilities, maintenance costs, taxes, and losses must also be borne in the same ratio unless otherwise agreed.

A crucial clause must be inserted restricting transfer rights. It should categorically state that no co-owner shall sell, transfer, mortgage, or create any third-party interest in their share without prior written consent of all other co-owners. To strengthen this, a right of first refusal clause should be incorporated, giving existing co-owners the first right to purchase the share of any exiting member on predetermined or mutually agreed valuation terms.

Further, it is advisable to include a lock-in clause for a specified period to prevent premature exits, along with dispute resolution mechanisms such as arbitration. Management and operational control clauses should also be defined, including who will handle leasing, maintenance, tenant negotiations, and banking of rental income.

If your intention goes beyond passive ownership and includes active business operations, profit-making, and reinvestment, then forming a partnership firm may be more suitable. A partnership deed can then specify capital contribution in the form of property (or funds used to acquire it), profit-sharing ratios, management roles, and restrictions on transfer. However, it must be noted that property ownership in a partnership structure can become legally complex, and proper drafting is critical.

Alternatively, for higher scalability, funding, and formal governance, the property may be held through a private limited company where shareholding reflects percentage ownership. In such a case, a shareholders’ agreement would regulate transfer restrictions, profit distribution, and decision-making.

Irrespective of the structure chosen, the key legal safeguards you must ensure are clearly defined percentage ownership, binding restriction on transfer without consent, proportional sharing of profits and losses, defined management rights, and a strong dispute resolution clause.

It is strongly recommended that the documentation be professionally drafted and registered wherever required to ensure enforceability. If you provide details such as number of parties, investment ratio, nature of property use (rental, self-use, redevelopment), and exit expectations, a precise draft agreement tailored to your needs can be prepared.

This involves the services of an experienced lawyer hence you may choose an advocate practicing in the field either from this website or outside and engage on the terms of chosen advocate.

You can execute a registered mou or any deed by having the said profit sharing recitals 

If your intention is to structure a commercial property arrangement where ownership, profit-sharing, and restrictions on transfer are clearly defined, the documentation must be carefully drafted to avoid ambiguity and future disputes. Such arrangements are typically structured either through a co-ownership agreement, a partnership deed, or an LLP agreement, depending on whether you intend to merely co-own the asset or actively run a business from it.

At the outset, you must decide the legal structure. If the parties are only investing in and owning the property, a co-ownership agreement read with title documents would suffice, clearly specifying each party’s undivided share in the property. However, if the property is being commercially exploited (e.g., rental income, business operations), then executing a **Partnership Deed under the Indian Partnership Act, 1932 or incorporating an LLP under the Limited Liability Partnership Act, 2008 is more appropriate, as it provides a structured mechanism for profit and loss sharing.

The agreement must mandatorily contain a profit and loss sharing clause, clearly stating the percentage ratio in which income generated from the property (rent, licence fees, commercial use, etc.) will be distributed. This clause should also define what constitutes “profits” after deduction of expenses such as maintenance, taxes, loan EMIs, and operational costs, to avoid disputes at a later stage.

To safeguard against unilateral sale or transfer, you must include a restriction on transfer clause, providing that no partner/co-owner shall sell, transfer, mortgage, or otherwise alienate their share without prior written consent of all other members. Additionally, a right of first refusal (ROFR) clause should be incorporated, ensuring that if any member intends to exit, their share must first be offered to existing members on the same terms before approaching third parties. This is critical in preventing unwanted third-party entry.

Further, include a lock-in clause, restricting sale or exit for a specified initial period, and a valuation mechanism clauseto determine the fair market value of the share in case of exit or dispute. A management and control clause should also define who will manage the property, how decisions will be taken (majority vs unanimous consent), and how day-to-day operations will be handled.

It is equally important to align the title documents (sale deed/conveyance deed) with the commercial understanding. The ownership percentages mentioned in the agreement should ideally reflect in the registered title documents. If the property is already purchased, then a supplementary co-ownership agreement or business operating agreement should be executed and properly stamped.

From a compliance perspective, if revenue is being generated, ensure clarity on GST registration, PAN of the entity (if partnership/LLP), and accounting structure, so that income is properly recorded and distributed.

In conclusion, your objective can be achieved through a well-drafted agreement incorporating: defined ownership shares, profit/loss ratio, restriction on transfer, ROFR, governance mechanism, and dispute resolution clause. The key is to ensure that the intention of joint control and restricted transfer is contractually binding and legally enforceable.

If you require, I can assist you in drafting a comprehensive agreement tailored to your exact commercial structure and risk concerns.

Thanks and Regards,
Advocate Aman Verma
Legal Corridor

Sir/Madam,

You are suggested to decide the monetary value of the property at present market rate and then you can decide and divide the shares by giving percentage as per agreed terms among the partners.