Bainanama (Land Sale Agreement) in Bangladesh: Registration, Validity and What to Do When It Expires

In this guide: What is a bainanama, and does it make you the owner? · Bainanama registration: the 60-day rule · Bainanama validity: how long does it last? · What a bainanama should contain, and what it costs · If the seller refuses to register the sale deed · If the buyer defaults, refund and cancelling a bainanama

The short answer

A bainanama is a written agreement in which the seller promises to sell land at an agreed price, usually against an advance. It does not transfer ownership; only a registered sale deed does. Since 1 January 2026 it must be registered within 60 days of signing (the limit was 30 days before). It should state the date for completing the sale; if it does not, the law deems six months. If the seller refuses, the buyer can sue for specific performance, but only on a registered bainanama, with the balance price deposited in court, and normally within one year.

What is a bainanama, and does it make you the owner?

A bainanama (also called a baina dolil or baynapatra) is a contract for sale. The seller agrees to sell, the buyer agrees to buy, and they fix the price, the advance and the date for the final sale deed.

It does not make the buyer the owner. Section 54 of the Transfer of Property Act 1882 says a contract for sale does not by itself create any interest in the land. Ownership passes only when the registered sale deed (saf-kabala) is executed. Until then:

• the seller is still the owner in law;
• the buyer cannot get namjari on the bainanama;
• a sign saying “owner by bainanama” has no legal effect; and
• the buyer’s protection is the right to enforce the promise in court.

That is why the buyer should check the land before paying any advance. See what to check before you buy land. Money paid on a bainanama for land the seller cannot sell is hard to recover.

Bainanama registration: the 60-day rule

Section 17A of the Registration Act 1908 says a contract for sale of land or a flat must be in writing, signed by the parties and registered. Section 54A of the Transfer of Property Act says the same. A 2026 amendment, in force from 1 January 2026, gives 60 days from signing to present it for registration. Before that the limit was 30 days.

What happens if it is not registered?

• The buyer cannot get a decree for specific performance. Section 21A of the Specific Relief Act requires a registered contract.
• The seller can more easily sell to someone else, and the buyer has no court order to stop the sale of the land itself.
• A buyer may still be able to claim the advance back as money, but that is a weaker and slower remedy.

An agreement written on stamp paper and notarised is not a registered bainanama. Notarisation only attests signatures. For more on stamp paper agreements, see agreements on stamp paper.

Bainanama validity: how long does it last?

The law does not fix one validity period. Instead:

• The agreement must state a completion date. Section 54A requires a time, counted from registration, for executing and registering the sale deed.
• If no time is written, six months is deemed.
• The deadline to sue is short. Under article 113 of the Limitation Act, a suit for specific performance must be filed within one year of the date fixed for completion or, if no date was fixed, within one year of learning that the other side refuses.

A bainanama does not cancel itself when the date passes. But once the one-year limitation period has also run out, the court route to force the sale is usually lost.

Extending the date. If both sides agree to more time, put the extension in writing, signed by both, and take advice on registering it. In 2026 the High Court Division treated a seller’s written requests for more time as moving the starting point of limitation. A verbal “wait a few months” protects nobody.

What a bainanama should contain, and what it costs

1. Full names, parents’ names, addresses and NID numbers of seller and buyer.
2. Exact land details: district, upazila, mouza, JL number, khatian and dag numbers, area and boundaries.
3. How the seller got the land, with deed and namjari references.
4. Total price, the advance paid and how the balance will be paid.
5. The date for executing and registering the sale deed.
6. Who hands over which documents, and who pays the registration costs.
7. What happens if either side fails: refund, forfeiture of earnest, or the right to sue.
8. A promise by the seller not to sell, mortgage or lease the land to anyone else meanwhile.

Cost. A bainanama carries a stamp duty and a registration fee set by government, plus the deed writer’s charge. These are modest compared with a sale deed, but rates change through Finance Acts and government notifications, so confirm the current amounts at the sub-registry office before signing.

If the seller refuses to register the sale deed

1. Send a legal notice asking the seller to execute the sale deed by a fixed date, and keep proof of delivery.
2. Protect the land. If the seller is trying to sell to someone else, file the suit and ask for a temporary injunction. Anyone who buys while your suit is pending takes the land subject to the court’s decree.
3. File a suit for specific performance (Specific Relief Act s.12) within the one-year limit, asking the court to order the seller to execute and register the sale deed.
4. Deposit the balance price in court when you file. Section 21A makes this a condition. In 2025 the High Court Division held that a court cannot allow the balance to be deposited later, and a later deposit does not cure the defect.
5. If the seller still refuses after the decree, the court can execute and register the deed on the seller’s behalf.

If specific performance is no longer possible, for example because the bainanama was never registered, ask your lawyer about suing for the return of the advance and any compensation.

If the buyer defaults, refund and cancelling a bainanama

Buyer fails to pay the balance. The seller should send a written notice giving a final date. If the bainanama says the earnest money is forfeited on the buyer’s default, a reasonable earnest can usually be kept. A large advance that was really part of the price is treated differently, and the seller may have to return most of it. Courts allow only reasonable compensation, not a penalty.

Refund by agreement. If both sides agree to end the deal and the advance is returned, do not stop at a handwritten receipt. Get the refund acknowledged in writing, signed and witnessed, and register a deed cancelling the bainanama. A registered bainanama that is left on record can later be used to file a suit, and you will have to prove the refund.

Cancelling without agreement. If one side refuses to cancel, the other usually needs a court decree, or must defend any suit by relying on the limitation period and the other side’s default.

Whichever side you are on, keep every payment through a bank or with signed receipts. Proof of payment decides most bainanama disputes.