Do not sign change of promoter consent until you have the transfer proposal, the incoming promoter's undertaking and the complete consent form. Section 15 of the Real Estate (Regulation and Development) Act, 2016 requires prior written consent from two-thirds of the allottees, excluding the promoter, and prior written approval of the RERA Authority for a transfer or assignment of majority project rights and liabilities. That consent should not quietly become a waiver of your existing allotment, delay claims or contractual rights.
Part of the RERA and homebuyer disputes practice at S Jain & Attorneys, Bangalore.
Ask for five things first: the proposed transaction, the two promoter entities, the project and phase covered, the liabilities the incoming promoter accepts, and the Authority application or approval. Put your flat number and agreement date on every response. A generic support letter circulated in a residents' messaging group may be relied on in a much larger transaction than the group understands.
Is this really a section 15 transfer or only a new contractor?
Identify what is changing before deciding whether the consent rule applies. Section 15 concerns transfer or assignment of the promoter's majority rights and liabilities in the real estate project to a third party. Replacing a construction contractor, changing a project manager and transferring the promoter's project rights are different events.
Ask for a plain description of the transaction and the legal documents supporting it. Who will hold development rights, receive buyer payments, complete construction, obtain approvals and answer existing claims? If the outgoing company remains the promoter but appoints another contractor, ask why buyers are being asked to sign a document releasing it.
A change in ownership of the promoter company can raise a different question from a direct project assignment. State regulatory directions and the transaction's legal effect need examination. Do not assume that every share transfer automatically needs every buyer's consent, or that calling a project transfer a management arrangement avoids section 15.
The registration record is useful evidence. Save the current promoter details, project number, phase description and approved completion date. Compare them with the proposed updated entry. If the sales team cannot say which entity will be responsible after the transaction, the consent request is not ready for a meaningful decision.
What must the promoter obtain before transferring the project?
The central rule requires two distinct approvals: prior written consent from the required allottee body and prior written approval of the Authority. A residents' poll is not an Authority order, and an application number is not an approval. Ask for the actual documents and the sequence proposed for completion.
The statute excludes the promoter from the allottee consent count. It also contains an important aggregation rule: an allottee with multiple units, including relevant family bookings, is counted as one. For companies, firms and other persons, associated entities or related-enterprise bookings are likewise addressed by the explanation. Do not count each apartment automatically as an independent vote.
The precise electorate can be disputed where there are joint names, assignments, cancellations or related entities. Ask the promoter to disclose the method and supporting list through an appropriate process. Buyers need enough information to assess the count, but that does not justify uncontrolled circulation of identity documents and personal contact data.
A consent sheet should identify the proposal being approved. The version, date, parties and project matter. An undated signature page detached from the undertaking is weak evidence of informed agreement and creates scope for disputes. Retain the full document you signed, including schedules and attachments.
Key takeaway. Consent to a project transfer is a decision about a specific proposal. Keep the incoming promoter's obligations, the existing allotment and the buyer's reserved claims visible in the document.
| Promoter asks you to sign | Check before signing | Why it matters |
|---|---|---|
| Consent to transfer | Named entities, project and exact proposal | A general signature can be misused as broader approval |
| Revised agreement | Changes to price, dates, area and remedies | Transfer should not hide a fresh bargain |
| No-claims declaration | Which claims are released and for what payment | Accrued rights may be surrendered |
| New payment mandate | Payee, account and effective date | Payments must reach the legally authorised recipient |
| Fresh completion schedule | Basis of any extension | Section 15 transfer does not itself extend time |
Does the new promoter inherit the old promoter's obligations?
Section 15(2) requires the incoming promoter to comply independently with pending statutory obligations and pending obligations under the existing agreements for sale. The transfer is not designed to leave buyers with an empty promise from an outgoing entity and a new entity denying responsibility.
Read the undertaking against the actual project problems. Does it address completion, approvals, conveyance, essential services, defects and the contractual promises still outstanding? If a buyer already has an order, provide it and ask how compliance will be handled. Do not assume that a short phrase such as future construction only adequately reflects the statutory position.
At the same time, avoid treating the transfer as proof of unlimited personal liability of every director, investor or contractor associated with the incoming promoter. The legal entity taking over, the statutory obligations and any separate guarantees need to be identified. A prominent developer's branding is not a substitute for the company named in the undertaking.
Ask whether the outgoing promoter is seeking a release from buyers. The central provision preserves pending obligations, but a separate release or settlement can create a dispute about what the buyer agreed to relinquish. Have that wording examined rather than assuming the signature has no effect because RERA exists.
The incoming responsibility should be made concrete in the transfer papers.
Name the new debtor
Identify the legal promoter entity that will perform pending obligations. A trade name or group logo does not identify every liable person.
Preserve the allotment
Section 15 protects existing allotments and sales. Compare unit, area, price and agreed rights with any replacement document offered to buyers.
Read every release
A consent page may contain settlement language. Separate approval of the transfer from any agreement to waive a specific existing claim.
Can the incoming promoter restart the completion clock?
Not merely because the project is transferred. The proviso to section 15(2) states that a permitted transfer does not result in an extension of time for the incoming promoter to complete the project. A new company's commercial preference for a later date is not itself a statutory extension.
Ask whether a separate extension order exists and on what legal basis it was made. Read its scope and conditions, then distinguish the regulatory registration period from your agreement's possession promise and any adjudicated rights. This article does not assume that one date automatically cancels every other obligation.
A proposed construction schedule can still be useful. It tells buyers how the incoming promoter intends to complete the remaining work. But a schedule should not be represented as legally resetting the old due date unless the necessary basis exists. Mark whether you are acknowledging the plan or consenting to a contractual change.
If the consent form says all delays are condoned, do not treat those words as routine. Ask what period and claims the clause covers, why it is required and what the buyer receives in return. A practical rescue proposal can be assessed without disguising a waiver as a mere administrative formality.
Must I sign a new agreement for sale?
Section 15 does not make the existing allotment disappear. Its first subsection expressly protects allotments and sales made by the outgoing promoter. Ask why a replacement agreement is proposed and compare it clause by clause with the agreement you already hold.
A document may genuinely record a new promoter and payment details. It may also change the area, price escalation clause, possession date, common-area rights or dispute wording. Use a comparison table with old clause, new clause and effect. Do not rely on a cover email saying all terms remain unchanged when the attachment says otherwise.
Keep the payment history intact. The new promoter should not treat amounts paid to the old promoter as though they never existed. Obtain a reconciled statement recording receipts, credits, instalments due and disputed charges. If the outgoing and incoming ledgers differ, resolve or record the difference before signing a declaration that your account is correct.
Do not destroy the old agreement after signing a supplemental document. Preserve the entire chain. The old agreement may still be the evidence of the original promised date, specifications and payment obligations. A new heading does not make that history irrelevant to an existing claim.
How do we check whether two-thirds really consented?
Ask for the count's numerator, denominator and aggregation method. The numerator should identify valid written consents to the relevant proposal. The denominator should reflect the allottees entitled to be counted under the statute, excluding the promoter and applying the explanation's aggregation rule.
Multiple units held by one person are not automatically multiple independent consents. Family bookings and related-enterprise bookings require the statutory explanation to be applied. A promoter cannot simply present the number of signed flat-wise sheets and assume that proves compliance.
Joint allotments need careful treatment. The project documents and applicable regulatory directions should establish whose authority is required and how the allotment is counted. Do not assume that two names on one flat always produce two votes or that one joint buyer may always bind the other.
Where the list contains cancelled units, recent assignments or disputed memberships, ask for a dated reconciliation. The relevant proposal should also be stable enough that buyers know what they are approving. If material terms change after signatures were collected, raise that change in writing and seek advice on whether renewed consent is required.
The aim is an auditable decision, not public confrontation over neighbours' signatures. Request inspection or verified disclosure through the appropriate representative or Authority process. Preserve specific discrepancies and avoid circulating allegations of forgery without the records needed to support them.
Can a minority of buyers veto the transfer?
The statute uses a collective two-thirds consent requirement rather than requiring unanimity. A single dissenting buyer does not have an automatic veto once the statutory conditions are validly met and the Authority approves the transfer. That does not remove the buyer's right to raise a concrete legal defect or preserve an individual claim.
Separate opposition to the commercial proposal from objections to compliance. Examples of a compliance issue include an incorrect count, an unidentified incoming entity, omitted pending obligations or a release represented as compulsory consent. Explain the specific problem and the correction or protection sought.
A minority objection should be realistic about relief. If the proposal is capable of being corrected, ask for disclosure, a proper undertaking or a condition in the approval. An assertion that no transfer can occur until every buyer is personally satisfied overstates the statutory threshold.
Do not retaliate by stopping every contractual payment without advice. The allottee's payment obligations and disputes over the transfer are separate questions. If there is uncertainty about the lawful payee, ask for written clarification and appropriate interim directions. An unexplained default can create another dispute while the consent issue remains unresolved.
Common mistake. Do not count apartments instead of allottees. Section 15 has an express aggregation rule for multiple, family and related-entity bookings.
Where should buyers raise a defective consent process?
Use the RERA Authority process for the project and identify the section 15 non-compliance precisely. Section 31 permits complaints by aggrieved persons, and sections 35 to 37 provide information, inquiry and direction powers within the statutory scheme. The relief should match the defect and the stage of the proposed transfer.
Attach the registration record, consent form, transfer proposal, relevant agreement extracts, correspondence and the calculation you dispute. Ask for the documents necessary to test the approval request. A broad complaint saying the new builder is untrustworthy is much weaker than a demonstrated omission of pending contractual obligations.
If the transfer is about to complete and the alleged contravention is continuing or imminent, section 36 provides an interim-restraint power subject to the Authority's satisfaction. Do not present an interim order as automatic. Explain the immediate harm, the evidence and the precise act that should be restrained.
Compensation claims require attention to the separate adjudicating-officer jurisdiction. In Newtech Promoters, the Supreme Court distinguished the Authority's functions from adjudging compensation under sections 12,14,18 and 19. A transfer-compliance request and a damages claim may therefore need different pleading treatment. Use the applicable State rules and current filing directions rather than one generic form for every relief.
What if an insolvency order or lender action is driving the change?
Read that order before treating the transaction as an ordinary voluntary transfer. An IBC resolution plan, an insolvency sale, lender enforcement and a promoter's negotiated project assignment can involve different legal powers and priority rules. The label new promoter does not establish which regime controls.
This guide explains the ordinary section 15 consent process. It does not say that RERA consent can override a binding insolvency order or that an insolvency label dispenses with every other requirement in every case. Obtain the plan, sale or enforcement order and have its interaction with RERA examined.
Ask whether the consent is actually being sought under section 15, as a condition of a particular order, or as part of a separate settlement. The document should say. If it merely cites a case number, obtain the operative order instead of accepting a summary prepared by the interested party.
Preserve pending claims and orders in the correct process. A buyer who signs a transfer consent should not assume that it also files or updates an insolvency claim. Equally, a claim lodged in another proceeding may not answer a current RERA disclosure question. Coordinate the records so that the same buyer does not make inconsistent statements in two forums.
What commercial information should we ask the incoming promoter for?
Ask for the completion plan, funding explanation and the resources proposed for outstanding work. Section 15's legal obligations do not prove that the incoming entity can perform them. Buyers need enough concrete information to assess the proposal they are being asked to support.
Request a stage-wise programme showing approvals, construction, utilities and handover tasks. Ask which costs are included and whether buyers are being asked for additional contributions. If additional money is proposed, identify the contractual or legal basis and the conditions governing collection and use. Do not assume transfer consent automatically authorises a price increase.
Examine the security of any new assurance. A parent-company support letter, escrow proposal and bank guarantee have different effects. Obtain the actual document and understand who may invoke it, when and for what amount. A slide deck saying fully funded does not identify enforceable funding commitments.
Be cautious with proposed releases tied to future performance. If buyers release all claims immediately but the incoming promoter's promises operate only later, the risk allocation may be very different from what the meeting presentation suggested. Ask for milestones, reporting and consequences of non-performance to be expressed in the document considered by the Authority.
The practical choice should be based on the transfer terms and evidence, not on fear that asking questions will destroy the rescue. Focused questions often identify a repairable gap. They also produce a record of what buyers were told before deciding.
What should the consent letter preserve?
It should identify the exact transfer proposal and avoid conflating consent with a general settlement. The document should state the project, phase, outgoing and incoming entities and the version of the undertaking it refers to. Any conditions should be clear enough for the Authority to assess whether the consent is effective.
A buyer may propose wording such as: "This consent concerns the transfer described in the proposal dated[date] for project[number]. It does not acknowledge that construction is complete, that my account is settled, or that any identified pending claim has been paid. The incoming promoter's obligations are to be recorded consistently with section 15 and the existing agreement."
That is drafting material for review, not a universal clause guaranteed to preserve every right. A conditional consent may affect whether it can be counted, and contradictory release language elsewhere can change the result. The full document and regulatory process must be considered together.
If the promoter says such clarification is unacceptable, ask why. The answer may reveal whether the real request is project-transfer consent or compromise of outstanding claims. Those are different decisions. Record them separately so that buyers do not make the second while believing they are only making the first.
The signed record should be complete enough to explain the buyer's actual decision later.
Keep the version
Save the full proposal and undertaking circulated for consent. Material later changes should be identified before anyone relies on earlier signatures.
Separate the decisions
Transfer consent, additional funding and settlement of claims may be different bargains. Do not let a single signature obscure which ones you accept.
Record pending issues
List existing orders, disputed charges and unpaid claims. Ask how they will be handled without assuming a general statement resolves each one.
What should our group do before the signing deadline?
Create a shared document request and appoint representatives with clear authority. The representatives should collect information and report it accurately, not sign away individual claims without permission. Keep personal identity records outside the general discussion group.
- Obtain the full transaction proposal and incoming-promoter undertaking.
- Compare the project and phase against the registration and individual agreements.
- Audit the consent-count methodology under section 15's explanation.
- List pending obligations, claims, orders and account discrepancies.
- Review every waiver, new payment term and revised completion date.
- Submit specific objections or conditions through the Authority process where needed.
- Retain the final approval and the exact consent document signed.
The advocate's useful contribution is often to turn a broad promise of revival into a list of obligations that can be checked. Who will obtain the pending approval, by what stage, with which funds, and without releasing which existing claim? Those questions allow buyers to evaluate a proposal seriously. A signature drive with no answers does not.
Keep a separate list of commitments that depend on third parties, such as an approval or lender release. Ask who must obtain each document and by when. A transfer package that names a new promoter but leaves those dependencies unresolved may still be incomplete for an informed consent decision.
Frequently Asked Questions
Is two-thirds consent enough without RERA approval?
No. Section 15 also requires prior written approval of the Authority.
Does each apartment count as a separate vote?
Not automatically. Section 15 aggregates multiple bookings by an allottee and specified family or related-entity bookings.
Can the new promoter ignore old agreements?
Section 15(2) requires compliance with pending statutory and agreement obligations. Read the undertaking and any proposed release.
Does the transfer itself extend completion time?
No. The proviso to section 15(2) expressly says it does not. Any separately claimed extension needs its own legal basis.
Must every buyer consent?
The central requirement is two-thirds of allottees excluding the promoter, correctly counted, plus Authority approval. It is not a unanimity rule.
Can I refuse a new agreement that changes the price?
Review the proposed change and its basis. Transfer consent does not itself establish authority for every new price or term.
Does this apply identically to an IBC plan?
Do not assume so. Obtain the insolvency order and have the interaction of the regimes examined.
Should consent include a no-claims declaration?
That is a separate substantive decision. Read and assess any waiver rather than treating it as routine transfer paperwork.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.
