The plot is the same plot. The survey number has not moved, the boundary wall is where it always was, and the encumbrance certificate reads the same as it would for any other seller.
What changes is who is standing on the other side of the table.
A company is not a person. It exists because a registrar says it does, it acts only through people who have been authorised to act for it, and it can stop existing while its name is still on a property record. None of that shows up in the documents you already know to ask for.
If you searched for whether buying property from a company is safe, here is the short version: it is not riskier in principle, but four checks get added, and all four sit in a register you have probably never opened.
What Does Not Change
Everything you would do for an individual seller, you still do.
You still follow ownership backwards through the seller’s acquisition deed and the documents it refers to, which is what our guide to link documents and the chain of title is about. You still take an encumbrance certificate for a sensible period and read it against the documents you were handed. You still check approvals, still inspect, and still treat the revenue record as what it is.
On that last point, be clear with yourself. Mutation is a fiscal entry, not a title. The Supreme Court has said so repeatedly, most crisply in Bhimabai Mahadeo Kambekar v Arthur Import and Export Company (Civil Appeal No. 1330 of 2019, decided 31 January 2019), at paragraph 8:
“This Court has consistently held that mutation of a land in the revenue records does not create or extinguish the title over such land nor it has any presumptive value on the title. It only enables the person in whose favour mutation is ordered to pay the land revenue in question.”
A company’s name in the revenue record proves no more than yours would. Our guide to mutation and khata records covers what the entry is actually for, and the title verification guide covers the rest of the ordinary work.
Now the four that are new.
Check One: Whether the Company Still Legally Exists
A registrar can remove a company’s name from the register under section 248 of the Companies Act 2013, typically because it has not carried on business for two financial years or never commenced business at all. Not filing is the signal that prompts the registrar rather than a ground in itself. A company can also apply to be struck off on its own initiative under section 248(2), which is how a good many of them got there. When that happens the company is dissolved, and section 250 is blunt about what follows:
“Where a company stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub-section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.”
A dissolved company still has its name on land records, because nothing tells the land records. The property does not disappear and nobody comes to collect it. What has disappeared is the seller.
Whether a sale deed signed by a dissolved company is void, voidable, or capable of being cured if the company is later restored is genuinely unsettled. What is settled is the way out, and the trap inside it.
Restoration runs through section 252, and it has two doors that are easy to confuse:
| Section 252(1) | Section 252(3) | |
|---|---|---|
| Who may apply | any person aggrieved by the registrar’s order | only the company, or a member, creditor or workman |
| Deadline | three years from the registrar’s order | twenty years from the gazette notice |
| Test | the ground the registrar relied on was absent | the company was carrying on business, or it is otherwise just |
Read the second row against the first column. A buyer is not a member and not a workman, and whether a buyer who has already paid counts as a creditor for section 252(3) is not settled. Do not plan on the twenty-year door. The one you can be sure of is section 252(1), as a person aggrieved, and it shuts three years after the registrar’s order, which may well have been passed before you ever heard of the company.
So check the status before you pay anything. The legal name and the CIN belong in the agreement, not just the brand name on the board outside, and a CIN resolves to the same entity forever while a name does not. You can look up any Indian company or LLP free on Entiva, which is built by the same team as Assetly, and see the status, incorporation date and state without an account.
If the status is anything other than Active, stop and ask. There may be a perfectly good explanation. Get it before money moves, not after.
Check Two: Whether the Person Signing Can Bind the Company
Someone will sign the deed. The question is whether the company is bound by what they signed.
Section 21 of the Companies Act 2013 says a document requiring authentication by a company, or a contract made on its behalf, “may be signed by any key managerial personnel or an officer or employee of the company duly authorised by the Board in this behalf”. Note the last six words. Authority comes from the board, not from a job title.
Where a company appoints an attorney to execute deeds, section 22(2) requires a written authorisation, and since 2015 the common seal has been optional. The proviso inserted that year deals with what replaces it:
“Provided that in case a company does not have a common seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.”
Most private companies today have no seal. So the power of attorney you are shown should carry two directors, or a director and the company secretary. One signature is a question.
The hard part is that nobody official checks this for you.
Under section 34(3) of the Registration Act 1908 the registering officer must enquire whether the document was executed by the persons who purport to have executed it, satisfy himself as to their identity, and, where someone appears as a representative or agent, satisfy himself “of the right of such person so to appear”. Once execution is admitted, section 35(1) says he shall register.
That last duty is real, and where a director or an attorney appears for a company a board resolution is the obvious evidence of it. What the Act does not do is say how he should satisfy himself, or name a single document he must see. No board resolution, no articles, no list. Some states fill that gap by rule. The central Act does not.
If you think that reading is too literal, consider that Gujarat amended the Act in 2020 to insert section 34(1A), allowing the registering officer to refuse a document not accompanied by “proofs of authorization when the executant or claimant thereunder is representative or agent authorized by the person or entity whose document is so be registered”. Gujarat, at least, thought the central Act too vague to rely on.
Registration is not a certificate of authority. It never was.
Does the law protect a buyer who took the deed in good faith? Partly, and not reliably. The doctrine of indoor management lets a person dealing with a company presume its internal requirements were complied with, and the Madras High Court decreed specific performance in favour of the holder of an agreement to buy a company’s land in Shrutivinda Agro Farms Pvt Ltd v Nova Dyeing and Printing Mills Ltd (11 March 2022), holding at paragraph 30.1 that a complaint of non-compliance with section 293 of the 1956 Act could not be put against a buyer entitled to presume internal compliance. The court gave two other reasons first, so do not lean on it too hard. But the Supreme Court stated the limit plainly in MRF Ltd v Manohar Parrikar (2010) 11 SCC 374, a challenge to a Goa electricity tariff rebate where the doctrine was pressed by analogy: “The protection of the doctrine is not available where the circumstances surrounding the contract are suspicious and therefore invite inquiry.”
And the case usually cited on the point is the one that should make you careful. In Kotla Venkataswamy v Chinta Ramamurthy (AIR 1934 Mad 579) a mortgage over company property was signed by two officers where the articles required three. The court held the bond invalid despite the lender’s good faith and despite the money reaching the company:
“Notwithstanding therefore that the mortgagee may have acted in good faith and that her money may have been applied to the purposes of the company I find it impossible to differ from the view taken that the bond is nevertheless invalid…”
What defeated the lender was that the defect was discoverable in the articles. Which is the practical lesson: ask for the articles and the board resolution, read the signing clause, and match the names on the resolution to the names on the deed. A defect you could have found is the one you will not be forgiven for missing. The same logic applies to anyone signing under a power of attorney, and our guide to why a general power of attorney does not transfer property covers that failure mode separately.
Check Three: Whether the Property Is Already Pledged
This is the check with teeth, because the law decides it against you in advance.
A company that creates a charge over its property must register it with the registrar under section 77 of the Companies Act 2013. Section 80 then says what registration does to everybody else:
“Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets, undertakings or part thereof or any share or interest therein shall be deemed to have notice of the charge from the date of such registration.”
Deemed to have notice. Not “may be treated as”. Once the charge is on the register, “nobody told me” has been taken away from you as a defence, whether or not you looked.
Two registers hold this information and you want both.
The company’s index of charges sits on the MCA portal and shows the charge holder, the amount, the dates of creation, modification and satisfaction. The underlying filing, Form CHG-1, and the instrument creating the charge cost a fee and require a login, and describe what was charged in far more detail.
The second is CERSAI, the central registry set up under the SARFAESI Act 2002, and it is the one most buyers have never heard of. Section 26 of that Act opens the register to inspection by any person, and says so twice, once for inspection in person and once electronically. CERSAI’s public search needs no login and costs ₹10 plus GST, and the borrower-based search takes a company’s CIN, PAN or name. That makes it one of the very few searches in Indian property diligence that runs from the owner towards the asset rather than the other way round.
Three gaps to keep in mind, because neither register is a clearance certificate:
- A limited liability partnership has no duty to register charges at all. The LLP Act 2008 contains no equivalent of Chapter VI of the Companies Act. MCA provides a filing pathway on LLP Form 8, but nothing obliges an LLP to use it and nothing follows from not using it. If your seller is an LLP, CERSAI and the encumbrance certificate are the meaningful checks.
- Statutory attachments sit outside the companies register. Section 77 covers charges the company creates, and an income tax or GST attachment is not one. CERSAI is different: section 26B(4) of the SARFAESI Act requires tax and government-dues authorities to file attachment orders with the central registry from a date the government notifies, and CERSAI registers attachment orders alongside security interests.
- A charge created last week may be on neither register yet. The registration clock runs in days, so a search on the day of the transaction cannot see something created in the weeks before it.
Check Four: Who Files the Release After You Pay
Suppose the charge is real and the seller repays the lender out of your money. Who tells the register?
Section 82 of the Companies Act 2013 puts that duty on the company, within thirty days of payment or satisfaction. A company that has just sold its property and cleared its loan has very little reason to bother, and an unreleased charge from a loan repaid years ago looks exactly like a live one.
This cuts both ways, and the asymmetry matters. An open charge on the register is a question for the lender, not a conclusion. But the absence of a charge is not clearance either, for all the reasons above.
Do three things at completion. Get the lender’s no-objection certificate and its release of security in writing, addressed to the transaction. Make the filing of the satisfaction a condition you can enforce rather than a promise. Then check the index of charges again a month later, and keep the result.
If Your Seller Is a Developer
A RERA registration is worth having and worth reading properly, but it is not the corporate check you might assume.
Section 4(2)(a) of the Real Estate (Regulation and Development) Act 2016 requires a promoter to give “a brief details of his enterprise including its name, registered address, type of enterprise … and the particulars of registration, and the names and photographs of the promoter”. There is no requirement anywhere in that clause for a CIN, a PAN, an incorporation certificate, or for any of it to be authenticated. State portals differ wildly in what they publish as a result: one shows a full well-formed CIN, another shows a company registration number of the wrong length, and a third shows no company identifier at all.
The declaration the Act does require is section 4(2)(l), a promoter’s affidavit that he has legal title and that the land is free from encumbrances. Read the filed version rather than assuming its contents. On a Karnataka RERA project page opened on 22 September 2026, the whole declaration was two sentences, delivered as a scan with no text layer, carrying no land schedule and no survey numbers. On a Tamil Nadu project registered in January 2026, the encumbrance certificate that that state’s rules require was served to the public as a one-page blank PDF. Neither observation says how common this is. Both say open the file rather than trust the tick box.
Two provisions in the same Act are worth knowing in your favour. Section 13(1) stops a promoter accepting more than ten per cent of the cost as an advance or application fee without first entering into a written agreement for sale and registering it, which catches a “booking amount”. And section 18(2), on compensation for loss caused by defective title, ends with a sentence you will rarely see in an Indian statute: “the claim for compensation under this sub-section shall not be barred by limitation provided under any law for the time being in force.”
Our pre-launch booking guide covers what to do before a project is registered at all.
A Note on Agricultural Land
Whether a company may hold agricultural land is a state question, and the answers differ in kind rather than in degree.
Karnataka once made it unlawful for a company to hold agricultural land, under section 79B of its Land Reforms Act 1961, unless the state government exempted the land under section 109 or the land was a plantation. Section 79B was omitted by Act 56 of 2020, having already stopped operating under an ordinance in July 2020.
Telangana has had no bar of that shape since 1969. The Telangana Tenancy and Agricultural Lands Act 1950 once required the Tahsildar’s sanction for a permanent alienation, with tighter restrictions where the buyer was not an agriculturist, and those sections were omitted in 1969. What operates now is a ceiling rather than an eligibility test: a company is expressly a person under the 1973 ceiling Act, and gets one standard holding of between ten and fifty-four acres depending on the class of land.
So do not carry an answer across a state border. Check the position in the state where the land is, as it stands on the day you transact.
What To Do, In Order
- Get the legal name and the CIN or LLPIN in writing, in the agreement itself. Check the status before any money moves.
- Ask for the board resolution and the articles, read the signing clause, and match every name to the deed. Where an attorney signs, check the authorisation carries two directors, or a director and the company secretary.
- Search both charge registers, the company’s index of charges and CERSAI, and take dated copies of each result.
- Do the ordinary property work anyway. The encumbrance certificate, the link documents, the approvals and the physical inspection do not become optional because the seller is incorporated. Assetly can pull state land records and encumbrance details and keep the whole set organised in one place, which matters most when you are running this from another city or another country.
- Make the release enforceable. The lender’s no-objection certificate at completion, and the satisfaction filed afterwards.
- Re-check a month later, and file what you find with the deed.
None of this is exotic. It is four questions, and the answers are public. What makes them easy to skip is that they are answered in a register nobody mentions when the subject is property, by an authority that has nothing to do with land.
The seller being a company is not a reason to walk away. Not knowing which company, whether it is still alive, and who is entitled to sign for it is.
Related Reading
- Encumbrance certificates, and what they do not cover - the search that underpins every property purchase, and its blind spots.
- How to verify property title in India - the full title exercise your lawyer should be running.
- Link documents and the chain of title - how to follow ownership backwards.
- Buying a resale flat in Hyderabad - the document pack to request before paying a token.
- Why India’s property disputes take decades - the backdrop that makes a missed check so expensive.
Assetly is a property document management platform that helps Indian property owners, especially NRIs, organise and track their property documents digitally. Learn more.
