Sale Deed vs Agreement to Sell vs Power of Attorney vs Will: What Each Really Proves

In property deals, people use several papers and often confuse them. A seller may say "I have given you a power of attorney, so the flat is yours", or a broker may say "the agreement is enough for now". These shortcuts have caused countless disputes. Only some documents actually transfer ownership.

This guide explains what each document is, what it does and what it does not do.

In short: Only a registered sale deed (or another registered transfer such as a gift deed) transfers ownership of immovable property. An agreement to sell is a promise to sell in the future. A power of attorney lets someone act for the owner but does not make you the owner. A will takes effect only after the owner's death.

Quick comparison

Document	What it is	Transfers ownership?	Registration
Sale deed	The final document that sells the property	Yes, once registered	Compulsory
Agreement to sell	A contract to sell on agreed terms in future	No	Often advisable, rules vary by state
General power of attorney (GPA)	Authorises another person to act for the owner	No	Depends on its purpose and state rules
Will	The owner's wishes for property after death	Not until death	Optional but helpful

1. Sale deed

A sale deed (also called a conveyance deed) is the document by which the seller transfers the ownership of the property to the buyer for a price. It contains the details of the parties, the property, the price paid, the transfer of possession and the seller's promises about title.

Under the Transfer of Property Act, 1882, the sale of immovable property above ₹100 in value can be made only through a registered instrument.
Once it is registered, the ownership passes to the buyer, who can then mutate the property in the records.
It must carry the proper stamp duty. See stamp duty explained.

For the full steps, see the property registration process.

What to check: every owner is a party, the description matches the earlier deeds, the price and payments are correct, and the deed promises that the title is clear and the property is free of burdens.

2. Agreement to sell

An agreement to sell (also called an agreement for sale, or in some cases a sale agreement or banakhat) says that the seller will sell, and the buyer will buy, the property at a certain price on certain terms. It usually sets the payment schedule, a date for the final sale deed and what happens if either side backs out.

It creates a contractual right, not ownership. The Transfer of Property Act, 1882 says that a contract for sale does not by itself create any interest in the property.
It is useful because it records the terms and protects the buyer who has paid an advance. A buyer can ask a court to enforce the contract in certain cases.
In new projects, the agreement for sale with the builder is a key document under RERA. The model form is set by the state. See what is RERA.
Stamp duty and registration rules for these agreements differ by state. Some require registration. Ask your lawyer.

Danger: if the seller sells the property to someone else before the sale deed is registered in your favour, your agreement alone may not give you the property. You may be left with a claim for a refund or damages. So do not delay the sale deed, and do not pay the full price on the strength of an agreement alone.

3. General power of attorney (GPA)

A power of attorney is a document by which the owner (the principal) authorises another person (the agent) to do certain acts on their behalf, such as signing a deed, collecting rent or managing a property. A general power of attorney gives broad powers. A special power of attorney is limited to a specific act.

It does not transfer ownership. The agent acts for the owner. The owner stays the owner.
Property deals done only through a "GPA sale", where the owner gives the buyer a GPA and an agreement but no registered sale deed, were common in some cities. The Supreme Court in Suraj Lamp and Industries v. State of Haryana (2011) said such "GPA sales" and similar arrangements do not transfer title, and that a transfer must be by a registered deed. Do not buy property this way.
A GPA can be revoked by the owner, and it ends on the owner's death, unless it is a power coupled with an interest.
It is still useful when an owner living abroad authorises a relative to sign the registered sale deed on their behalf. In that case the actual transfer is by the registered sale deed, not by the GPA. Check that the GPA is genuine, properly attested or apostilled where needed, and still valid, and that the owner is alive.

4. Will

A will is a legal declaration of how a person wants their property to be divided after death. It has no effect while the person is alive, and the person can change or cancel it at any time.

A person with a valid will can leave property to the people they choose, subject to the law for the type of property and the community.
A will must be signed by the owner, with at least two witnesses who also sign. Registration is not compulsory, but it makes proof easier.
The heirs may have to obtain a probate (court approval) in some places, or may use the will to get the property mutated.
If there is no will, the property goes to the heirs under the succession laws that apply to the family.
A will is not a sale document. You cannot "buy" a property through a will, so a seller who gives you a will in place of a sale deed is not transferring ownership to you.

5. Other documents you may meet

Gift deed. Transfers property without payment. It must be registered, and the donee must accept it. Stamp duty is lower in many states for gifts to close relatives.
Release deed. A co-owner gives up their share in favour of another co-owner, often used in family settlements.
Partition deed. Divides jointly owned property among co-owners.
Lease deed. Gives the right to use a property for a period. Leases for over a year generally need registration.
Allotment letter. A builder's letter granting a flat. It is not a sale deed.

How to decide which document you need

Situation	Document to rely on
You are buying and paying in full	Registered sale deed
You are paying in instalments to a builder	Agreement for sale now, registered sale deed on handover
The owner cannot attend registration	Valid power of attorney used to sign the registered sale deed
Property will pass after death	Will, plus the heirs' mutation
Family members are dividing property	Partition deed or release deed

Red flags

The seller offers only a GPA, an agreement and a will as the "transfer".
The seller refuses to register the sale deed or asks you to delay.
The seller's name on the document does not match the records.
A power of attorney that is old, unregistered where required, or from an owner who may have died.
A very low price that depends on skipping registration.

Also check the other documents in documents to check before buying property, and get an encumbrance certificate.

Frequently asked questions

Is an agreement to sell enough to claim ownership?

No. It records a promise. Ownership passes only when the sale deed is registered.

Can a GPA holder sell the property?

Only if the GPA gives that power and the agent signs a registered sale deed as the owner's representative. The agent cannot make himself the owner through the GPA.

If the owner dies, what happens to a GPA?

It generally ends on the owner's death. A sale signed under it afterwards can be challenged.

Is a registered will the same as a sale deed?

No. A will is effective after death and is not a sale.

This guide is general information, not legal advice. Laws and procedures differ by state and by the type of property and community. Get advice from a property lawyer before relying on any of these documents.