Baina Deed in Bangladesh: Agreement for Sale Rules, Format and Enforcement in 2026

Baina deed Bangladesh law in 2026: the agreement before the sale

A baina deed Bangladesh buyers and sellers sign is the document that holds a land or flat deal together between the handshake and the sale deed. It fixes the price, records the earnest money, sets the completion date and, if things go wrong, decides whether the buyer can force a transfer or is left chasing a refund. Since 2005 an agreement for sale of immovable property must be in writing, executed by both parties and registered, and an unregistered one cannot be specifically enforced. On 1 January 2026 the time for presenting it for registration doubled from thirty to sixty days.

This guide explains the baina (also written bayna or bainapatra): what the statutes require, the 2026 timetable, what the document should contain, what it costs to register, how enforcement works when a seller refuses to complete, when earnest money can be recovered, and the risks each side should manage.

Summary: A baina is a contract for the sale of land or a flat. Under section 17A of the Registration Act 1908 it must be written, signed by both parties and presented for registration within sixty days of execution (thirty days before 1 January 2026). Registration fees are fixed at Tk 500 to Tk 2,000 by property value. Only a registered baina can be specifically enforced, the buyer must deposit the unpaid balance in court when suing, and the suit must be filed within one year.

Key point: Section 21A of the Specific Relief Act 1877 imposes two conditions on every suit to enforce an agreement for sale: the contract must be registered, and the balance of the price must be deposited in court at the time of filing. The High Court Division has repeatedly held that a later deposit does not cure the defect.

At a glance

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Table of Contents

What a baina deed is and why it matters

A sale of land or an apartment in Bangladesh usually happens in two stages. First the parties sign a baina, an agreement for sale under which the seller promises to transfer and the buyer to pay, usually with an advance called earnest money. Later the seller executes and registers the sale deed (saf kabala), which actually transfers ownership.

The legal starting point is section 54 of the Transfer of Property Act 1882. An agreement for sale of of immovable property is a contract that a sale shall take place on terms settled between the parties, and it does not, of itself, create any interest in or charge on the property.[5] A baina therefore does not make the buyer an owner. What it gives the buyer is a contractual right, enforceable through the courts, to compel the seller to complete, together with a statutory charge over the property for money properly paid in advance.[5]

When a baina deed Bangladesh parties sign is the right tool

A baina is useful whenever completion cannot happen on the day the price is agreed: a buyer arranging a loan or remitting funds from abroad, a seller who must update the khatian or obtain a mortgagee's release, co-owners who must all sign, or a flat paid for in instalments. A power of attorney, by contrast, only authorises someone to act for the owner; combining one with a baina does not remove the need to register the baina. For the final conveyance, see our guide to the property registration process in Bangladesh.

Mandatory registration of a baina deed in Bangladesh

Before 2005, most agreements for sale in Bangladesh were unregistered documents on stamp paper, and disputes over forged, backdated or duplicated bainas were common. The 2004 reform package changed that. The Registration (Amendment) Act 2004 inserted section 17A into the Registration Act 1908, and the Transfer of Property (Amendment) Act 2004 inserted a matching section 54A into the Transfer of Property Act.[1] [5]

Section 17A of the Registration Act

Section 17A(1) provides that, notwithstanding anything to the contrary in the Act or any other law, a contract for sale of any immovable property shall be in writing, executed by the parties to it and registered. Section 17A(2) requires the contract to be presented for registration within sixty days from the date of execution, and applies the ordinary provisions on registration of instruments.[1] The agreement must be executed by the parties, meaning both seller and buyer, not only the seller as was common with older bainas, and no custom or contrary clause displaces the obligation.

Section 54A of the Transfer of Property Act

Section 54A repeats the rule that a contract for sale can be made only by a registered written instrument, whether or not the buyer has taken possession. It adds an important default: the contract must state a time, running from the date of registration, for execution and registration of the sale deed, and if no time is stated, six months is deemed to be the time.[5] A baina that is silent on completion is therefore not open-ended. The six-month default also feeds directly into the limitation period discussed below.

The 2026 change: sixty days instead of thirty

For two decades the presentation period under section 17A(2) was thirty days. The Registration (Amendment) Ordinance 2026, issued on 1 January 2026 with immediate effect, substituted "sixty" for "thirty". It also extended the section 26 period for documents executed abroad from four to six months, introduced digital registration under a new section 77A and made all fees and duties payable on presentation.[3] [14]

The ordinance was replaced by the Registration (Amendment) Act 2026 (Act No. 14 of 2026), and the official text of section 17A now reads sixty days, effective 1 January 2026.[1] [2]

Many templates for a baina deed Bangladesh deed writers use still say thirty days; they are out of date. Sixty days is a deadline, not a target: present the agreement on the day it is signed, while both parties are available and willing.

What happens if the deadline is missed

Section 25 of the Registration Act lets the Registrar accept a document presented late, where the delay is due to urgent necessity or unavoidable accident and does not exceed four months, on payment of a fine of up to ten times the proper registration fee.[2] Whether a registrar will apply that discretion to a late baina is fact-dependent and should not be relied on. The practical solution to a missed deadline is usually to execute a fresh agreement and present it promptly.

Consequences of an unregistered baina deed

The consequences of failing to register are severe and cumulative. Section 21A(a) of the Specific Relief Act 1877, inserted by the Specific Relief (Amendment) Act 2004 with effect from 1 July 2005, provides that no contract for sale of immovable property can be specifically enforced unless it is in writing and registered under the Registration Act, whether or not the transferee has taken possession.[4] Section 49 of the Registration Act adds that a document required to be registered does not create, declare, assign, limit or extinguish any right, title or interest in immovable property unless registered.[2]

The 2004 reforms also closed the old part-performance escape route. Section 53A of the Transfer of Property Act protects a buyer in possession under a written contract who has performed or is willing to perform, but the words that once extended that protection to unregistered contracts were deleted in 2004.[5] A buyer who has paid most of the price and moved in under an unregistered baina cannot rely on possession to defeat the seller.

What survives is a money claim. Under section 65 of the Contract Act 1872, a person who has received an advantage under an agreement that is void, or a contract that becomes void, must restore it or compensate the person from whom it was received.[7] A buyer under an unregistered baina can therefore usually recover the earnest money, but not the property, and not the gain if land prices have risen. The transitional section 17B, which gave pre-2005 agreements six months to be registered or sued on, has no application today.[2]

Property sale agreement format: what a baina deed should contain

There is no single prescribed form for an agreement for sale, but the statutes, the registration rules and the case law together dictate what a workable property sale agreement format must cover. A baina deed Bangladesh courts will enforce is one whose terms can be found with reasonable certainty: section 21 of the Specific Relief Act bars enforcement of a contract whose terms the court cannot ascertain.[4]

Parties and capacity

Name every seller and buyer with parent's or spouse's name, address and national identity or passport number. Every co-sharer whose share is sold must be a party, and companies should act through a board-authorised signatory.

Property schedule

The schedule must identify the land precisely: district, upazila or police station, mouza, JL number, khatian numbers under each survey (CS, SA, RS and BS or city survey), dag or plot numbers, the area being sold, and boundaries on all four sides. For a flat, add the building, floor, unit number, floor area, parking and the undivided share of land. Section 21 of the Registration Act requires a non-testamentary document relating to immovable property to describe the property sufficiently to identify it.[2]

Title recital

Recite how the seller acquired title, with deed numbers, inheritance and mutation details. Section 53C of the Transfer of Property Act provides that no immovable property may be sold unless the seller's name, or for inherited land the seller's or predecessor's name, appears in the latest khatian, and a sale made otherwise is void.[5] If the khatian is not yet in the seller's name, the baina should oblige the seller to complete mutation before the completion date. Our land mutation guide explains that process.

Price, earnest money and payment schedule

State the total price, the earnest money paid on signing and how it was paid, each later instalment and its date, and the balance payable on execution of the sale deed. The High Court Division has held that a recital in a registered agreement acknowledging receipt of earnest money binds the seller, and that oral evidence cannot displace the written terms unless forgery is proved.[13]

Completion date and possession

Fix a clear date, counted from registration, by which the sale deed will be executed and registered, consistent with section 54A.[5] Say whether time is of the essence, because under section 55 of the Contract Act failure to perform on time makes the contract voidable only where the parties intended time to be essential.[7] State when possession passes and who bears land development tax and outgoings meanwhile.

Seller's obligations and warranties

The seller should warrant clear and marketable title, no prior sale, agreement, mortgage, lease or litigation, and no acquisition or requisition notice. Section 53D of the Transfer of Property Act prohibits the sale of property under a registered mortgage without the mortgagee's written consent, and a sale without it is void.[5] The seller should also undertake to hand over original title documents and attend the sub-registry on completion.

Default, refund and dispute clauses

Spell out what happens if either side defaults. Bainas often provide that a defaulting buyer forfeits the earnest money and a defaulting seller refunds it, sometimes doubled. Such clauses are enforceable only within limits: under section 74 of the Contract Act the innocent party recovers reasonable compensation not exceeding the stipulated sum.[7] Section 20 of the Specific Relief Act also confirms that naming a sum payable on breach does not prevent specific performance.[4] A seller cannot escape a sale by offering to pay the penalty.

Execution and witnesses

Both parties must sign, with photographs and thumb impressions as the sub-registry requires, and with independent witnesses who can later give evidence. Initial any alterations, because the registering officer may refuse a document with unattested alterations.[2]

Registering a baina: process and fees

Registration follows the ordinary procedure for registrable instruments at the sub-registry with jurisdiction over the property: the agreement is executed by both parties, presented with identity documents and the required fees, admitted before the sub-registrar and entered in the register.

Registration fee

Unlike a sale deed, which attracts ad valorem charges, the registration fee for a baina is fixed by statute. Section 78A of the Registration Act sets the fee for registering a contract for sale of immovable property at Tk 500 where the property is valued at not more than Tk 5 lakh, Tk 1,000 where it is above Tk 5 lakh and not more than Tk 50 lakh, and Tk 2,000 where it is above Tk 50 lakh.[2]

Stamp duty and other charges

Stamp duty under the Stamp Act 1899 and the other charges collected at the sub-registry are set by the current schedules and finance legislation and change from time to time, so they should be confirmed with the sub-registry or a licensed deed writer on the day. Since 1 January 2026, the substituted section 80 requires all fees, taxes, service charges and duties to be paid on presentation of the document.[2] [3] The heavier transfer costs, including ad valorem stamp duty, local government tax and source tax on gains, fall on the later sale deed rather than the baina.

Baina deed Bangladesh enforcement: specific performance

When a seller refuses to execute the sale deed, the buyer's principal remedy is a suit for specific performance: an order compelling the seller to convey, failing which the court executes the deed on the seller's behalf. This is where a properly registered baina deed Bangladesh buyers hold proves its worth, and where procedural mistakes destroy strong claims.

The presumption in favour of the buyer

Specific performance is discretionary, but section 12 of the Specific Relief Act tilts the field towards the buyer of land. Its explanation directs the court to presume, unless the contrary is proved, that breach of a contract to transfer immovable property cannot be adequately relieved by compensation in money.[4] Under section 22 the discretion must be exercised on sound judicial principles, and relief may be refused where the contract gives the plaintiff an unfair advantage.[4]

Section 21A: the two conditions of maintainability

Section 21A provides that, notwithstanding anything in the Act or any other law, no contract for sale of immovable property can be specifically enforced unless (a) the contract is in writing and registered under the Registration Act 1908, whether or not the transferee has taken possession, and (b) the balance amount of consideration is deposited in the court at the time of filing the suit.[4] Both conditions go to whether the suit can be maintained at all, not merely to the relief.

Deposit of the balance: strictly applied

Following the Appellate Division decision in Abul Kalam (Md) v Md Mohiuddin, reported at 69 DLR (AD) 239, the High Court Division held in August 2025 that a plaint which admitted that the balance had not been deposited on filing must be rejected under Order VII rule 11 of the Code of Civil Procedure, and that the trial court had no jurisdiction to permit a later deposit.[11] In January 2026 a Division Bench set aside a decree for specific performance because the buyer had deposited the balance eleven days after filing, describing the deposit as a condition precedent.[13]

There is a narrow qualification. In November 2025 a Division Bench upheld a decree where the buyer had deposited the balance he claimed was due but the trial court found a small part of the alleged earlier payments unproven. The court held that failure to prove a small payment is not the same as non-payment of the balance and allowed the shortfall to be deposited within a fixed time.[12] Do not rely on the exception: compute the balance conservatively and deposit the full unpaid amount with the plaint.

Limitation: one year, not three

Article 113 of the First Schedule to the Limitation Act 1908 gives a suit for specific performance a period of one year, running from the date fixed for performance or, if no date is fixed, from when the plaintiff has notice that performance is refused. The period was reduced from three years by the Limitation (Amendment) Act 2004, which made the same change to Article 114 for suits to rescind a contract.[6]

Because section 54A supplies a six-month completion period where none is stated, the safer assumption is that the clock starts at the end of the agreed or deemed completion period, not at some later refusal. Record any extension in writing.

Who the decree binds

Under section 27 of the Specific Relief Act a decree can be enforced not only against the seller but against anyone claiming under the seller by a later title, except a transferee for value who paid in good faith without notice of the original contract.[4] A registered baina is a public record, which makes the "no notice" defence much harder to establish. The seller's heirs are also bound.

Partial performance, compensation and bars to relief

Where the seller can convey only part of the land, sections 14 and 15 let the court order the sale of what can be conveyed, with compensation or on the buyer waiving further claims, and section 19 allows compensation in addition to or instead of a transfer.[4] On the other side, section 24 bars relief to a buyer who has become incapable of performing, or violates, an essential term still to be performed, and section 35(c) lets the seller seek rescission if a decree-holder fails to pay the sums ordered.[4]

Court, court fee and interim protection

Court fees in a suit for specific performance of a contract of sale are computed according to the amount of the consideration.[8] The same valuation determines the forum: following the Civil Courts (Amendment) Act 2026, Civil Judges hear suits valued up to Tk 15 lakh and Senior Civil Judges suits up to Tk 25 lakh, with higher-value suits before the Joint District Judge.[9] Because defaulting sellers sometimes sell to third parties, consider seeking a temporary injunction restraining transfer at the outset.

Refund of earnest money

When a deal fails and no transfer follows, the question becomes whether, and how much, earnest money can be recovered.

Statutory charge for money paid

Section 55(6)(b) of the Transfer of Property Act gives the buyer, unless the buyer has improperly declined to take delivery, a charge on the property, against the seller and those claiming under the seller, for purchase money properly paid in anticipation of delivery, with interest. Where the buyer properly declines delivery, the charge extends to the earnest money and to the costs of a suit for specific performance or rescission.[5]

Refund as alternative relief

A plaint for specific performance should always include an alternative prayer for refund of the earnest money with interest. In January 2026 the High Court Division, having held a specific performance suit not maintainable because the balance was deposited late, nonetheless accepted the alternative prayer because the agreement and payment were proved. It ordered the seller to repay Tk 5,60,000 with simple interest at 8 per cent from the date of the agreement within sixty days, failing which the buyer could execute the order as a money decree.[13] Without that prayer, the buyer would have recovered nothing.

Forfeiture by the seller

Where the buyer is at fault, the seller may rely on a forfeiture clause, but section 74 of the Contract Act limits recovery to reasonable compensation not exceeding the stipulated amount.[7] Forfeiting a modest deposit is usually defensible; forfeiting a large part of the price invites challenge as a penalty.

Time limits for a refund claim

A free-standing claim for return of money paid on a consideration that has failed falls within Article 97 of the Limitation Act, which gives three years from the date of the failure.[6] Act promptly once it is clear completion will not happen.

Risks for buyers and how to manage them

Most disputes over an agreement for sale trace back to steps skipped before signature, and the buyer is most exposed because money moves before title does.

• Defective or incomplete title: verify the chain of title, khatians across surveys, mutation, land development tax and the seller's identity before paying anything. Our guide to land ownership verification and due diligence sets out the searches to run.
• Double sale or prior baina: search the sub-registry indexes for earlier agreements and transfers. Transferring land while concealing information, or transferring land beyond one's own, is an offence of land fraud under section 4 of the Land Crime Prevention and Remedy Act 2023, punishable with up to seven years' imprisonment and a fine.[10]
• Mortgaged property: confirm whether the land is mortgaged and obtain the lender's written consent or release, because a sale without consent is void.[5]
• Missing co-sharers: heirs who did not sign are not bound.
• Unregistered agreement or cash payments: never pay substantial sums before presentation for registration, and pay through banks so that payment can be proved.
• Missed deadlines: diarise the completion and limitation dates and keep the balance ready to deposit.

Flat purchases add the developer's authority under its agreement with the landowner, the approved plan and handover terms. Where an identified flat and land share are being bought, treat the agreement as a contract for sale and insist on registration; see our analysis of developer and landowner disputes in Bangladesh.

Risks for sellers and how to manage them

The seller's main risk is a buyer who ties up the property and never completes.

• A buyer who will not complete: fix a firm completion date, state whether time is of the essence and include a clear termination and forfeiture mechanism.
• A clouded title: a registered baina deters later purchasers while it stands. If the buyer defaults, terminate formally and, where necessary, sue for rescission within the one-year period under Article 114.[6]
• Possession given too early: if possession must pass before payment, record it as a licence pending completion.
• Undervaluation: understating the price creates evidential problems and stamp and tax exposure. State the true price.
• A loan disguised as a sale: the High Court Division has repeatedly held sellers to the written terms of a registered agreement and rejected unproven "it was only a loan" defences.[12] [13]

Where a baina or sale deed was obtained by fraud, the remedy may be a deed cancellation suit rather than a defence.

Registered and unregistered agreements compared

The table compares the three documents. On a phone, scroll it sideways.

A registered agreement for sale gives the buyer a real prospect of obtaining the property; an unregistered one gives, at best, a money claim. The general principles behind every agreement for sale are covered in our guide to contract law in Bangladesh.

Step-by-step: a baina deed Bangladesh transaction

The sequence below reflects how we run a baina deed Bangladesh transaction for buyers, with the seller-side equivalents in mind.

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Keep every receipt and bank record, and never let a completion or limitation date pass without completing, extending in writing or suing.

Baina deed lawyer services: what a lawyer adds

A deed writer can prepare a simple baina; a lawyer adds title investigation, risk allocation and litigation protection.

For buyers, baina deed lawyer services cover title and encumbrance searches, verification of the seller's identity and authority, drafting, structured payments, attendance at registration and monitoring of the completion and limitation dates; on default, the specific performance suit with the balance deposited, an injunction against third-party transfers and the alternative refund claim.

For sellers, the focus is accurate title recitals, mortgage releases, co-sharer consents and firm completion, termination and forfeiture terms. For overseas buyers, documents executed abroad may now be presented within six months of arrival in Bangladesh under the amended section 26, though a baina deed Bangladesh parties sign locally must still meet the sixty-day rule.[2] TRW's real estate disputes practice handles specific performance and refund litigation, and our land records, mutation and khatian correction team resolves the record problems that most often hold up completion.

What to watch in 2026 and beyond

Three developments will shape the baina deed Bangladesh practice over the coming year. The sixty-day period will take time to filter into templates. The rules for digital registration under section 77A will decide whether agreements can be presented without in-person attendance.[2] And the High Court Division's line of decisions on section 21A shows no sign of softening, so deposit on filing remains the critical procedural point.[11] [13] If you are buying, selling or already in dispute, contact TRW.

Frequently asked questions

Is registration of a baina deed mandatory in Bangladesh?

Yes. Section 17A of the Registration Act 1908 requires every contract for sale of immovable property to be in writing, executed by the parties and registered, notwithstanding any other law.[1]

How many days do I have to register a baina?

Sixty days from execution. The Registration (Amendment) Act 2026 extended the period from thirty days with effect from 1 January 2026.[1] [3]

What is the registration fee for a baina deed?

Section 78A of the Registration Act fixes it at Tk 500 for property valued up to Tk 5 lakh, Tk 1,000 above Tk 5 lakh up to Tk 50 lakh, and Tk 2,000 above Tk 50 lakh.[2]

Can I enforce an unregistered baina?

Not by specific performance. Section 21A of the Specific Relief Act bars enforcement of an unregistered contract for sale, even if the buyer is in possession. A claim to recover money paid usually remains under section 65 of the Contract Act.[4] [7]

Does a baina make me the owner of the property?

No. Under section 54 of the Transfer of Property Act a contract for sale does not by itself create any interest in the property. Ownership passes by the registered sale deed.[5]

What is the limitation period for a specific performance suit?

One year under Article 113 of the Limitation Act, from the date fixed for performance or, if none is fixed, from when the buyer has notice that performance is refused.[6]

Must I deposit the balance price when filing the suit?

Yes. Section 21A(b) requires the balance to be deposited in court at the time of filing, and the High Court Division has rejected plaints and set aside decrees where the deposit came later.[4] [11] [13]

Can I get my earnest money back if the deal fails?

Usually, unless you defaulted and a reasonable forfeiture clause applies. Courts order refunds with interest as alternative relief.[7] [13]

What if the baina does not state a completion date?

Section 54A of the Transfer of Property Act deems six months from registration to be the time for executing and registering the sale deed.[5]

What happens if the seller sells the land to someone else?

A decree for specific performance can be enforced against a later purchaser unless that purchaser paid value in good faith without notice of the agreement.[4]