Writing an Agreement (Chuktipotro) on Stamp Paper in Bangladesh: Validity, Stamp Duty and Registration
Most business and family deals in Bangladesh end up on stamp paper: a loan to a friend, a shop rent, a partnership, a land sale advance. Many of these agreements turn out to be unenforceable because of the wrong stamp, missing registration or vague wording. Here is what makes an agreement valid, when it must be registered, and what it should say.
- Stamp paper does not make an agreement valid; consent and consideration do
- An under-stamped agreement is not admitted in evidence until duty and penalty are paid
- A land sale agreement (bainanama) must be registered within 60 days
- Leases over one year must be registered
In this guide: What makes an agreement legally valid · Which agreements must be registered · Stamp duty: how much stamp paper · Clauses every agreement should have · Partnership agreements, undertakings and loans
The short answer
An agreement is valid under the Contract Act 1872 if adult parties of sound mind freely agree, for lawful consideration and a lawful purpose. Stamp paper is about tax, not validity: each type of agreement carries stamp duty under the Stamp Act 1899, and an under-stamped document cannot be used in court until the duty and a penalty are paid. Some agreements must also be registered, including a land sale agreement (bainanama), which must be registered within 60 days, and leases for more than one year.
What makes an agreement legally valid
- Free consent of all parties, without coercion, fraud or misrepresentation.
- Competent parties: adults of sound mind; for a company, someone authorised.
- Lawful consideration and object: something given in return, for a legal purpose.
- Certainty: the terms must be clear enough to enforce.
An oral agreement can be valid too, but proving it is hard. Write it down.
Which agreements must be registered
| Agreement | Registration |
|---|---|
| Land or flat sale agreement (bainanama) | Compulsory, within 60 days of signing |
| Lease of immovable property for more than one year | Compulsory |
| Irrevocable power of attorney for sale or development | Compulsory |
| Rent agreement for one year or less | Not compulsory |
| Partnership agreement | Optional with RJSC, but an unregistered firm cannot sue outsiders |
| Loan, service or supply agreement | Not compulsory |
Notarising an agreement is not registration. A notary only attests signatures.
Stamp duty: how much stamp paper
The stamp duty depends on the type of document under the Schedule to the Stamp Act 1899, and some duties depend on the amount involved. Rates change through Finance Acts, so check the current figure at the sub-registry or with a lawyer before signing. If a document is under-stamped, a court will not admit it in evidence until the shortfall and a penalty are paid (section 35). Paying correctly at the start is cheaper.
Clauses every agreement should have
- Full names, fathers’ names, addresses and NID numbers of the parties.
- The date and place of signing.
- What each side will do, by when, and the price or amount.
- How and when payment is made, and receipts.
- What happens on delay or breach, including refund or penalty terms.
- How the agreement can be ended.
- How disputes are settled: negotiation, mediation, arbitration or court.
- Signatures of all parties on every page, and two witnesses with addresses.
Partnership agreements, undertakings and loans
- Partnership agreement: capital, profit share, management, banking signatories, admission and exit of partners, and dissolution. Register the firm with RJSC if you may need to sue customers.
- Undertaking (ongikarnama): a one-sided promise. It is enforceable if it has consideration or forms part of a contract; otherwise it is mainly evidence.
- Loan to a friend or relative: write the amount, repayment dates and any security. A cheque given as security can support a cheque dishonour case if it bounces.
Agree the terms
Who, what, when, how much, and what if not.
Correct stamp
Duty for this type of document.
Sign and witness
All parties and two witnesses.
Register if required
Bainanama within 60 days; long leases.
Common questions
How do I write an agreement on stamp paper?
State the parties with NIDs, the subject, price and payment, deadlines, what happens on breach and how disputes are settled; sign before two witnesses on stamp paper of the correct value.
Is an agreement on stamp paper legally valid?
It is valid if the parties freely agree for lawful consideration and purpose. The stamp paper pays the duty; it does not create validity by itself.
How much stamp paper do I need for an agreement?
It depends on the type of document and sometimes the amount, under the Stamp Act. Check the current rate before signing.
Does a land sale agreement (bainanama) need registration?
Yes. It must be registered within 60 days of signing.
Does a rent agreement need to be registered?
Only if the lease is for more than one year.
What is a partnership agreement?
A written agreement between partners on capital, profit share, management and exit. Registering the firm with RJSC lets it sue outsiders.
What is an ongikarnama (undertaking)?
A written promise by one party. It is enforceable when supported by consideration or part of a contract; otherwise it serves mainly as evidence.
Does notarisation make an agreement registered?
No. A notary attests signatures. Registration is done only at the sub-registry.
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