Shop Sale Agreement (with Goodwill)

A shop sale agreement with goodwill (also called pagri or possession transfer) is the contract by which the outgoing shopkeeper transfers everything valuable about a shop — the tenancy rights, the customer base built up over years, the fixtures and often the remaining stock — to an incoming shopkeeper in exchange for a lump-sum. It is standard practice in every Bangladeshi bazaar and market, but it also carries a specific legal risk: the shop premises are usually not owned by the seller — they belong to a landlord. Any transfer of tenancy without the landlord's consent is a breach of the underlying lease and can be voided. A properly drafted goodwill-sale agreement therefore has three parties (seller, buyer and landlord) or a clear separate consent letter from the landlord attached, plus a fair breakdown of what the price covers.

Stamp & registrationBecause it transfers a tenancy interest along with goodwill, this agreement is usually executed on non-judicial stamp paper and often registered under the Registration Act — especially if the landlord's consent is being formally recorded. Never execute a pure oral or unsigned pagri transfer: without documentation, the buyer's tenancy claim can be defeated by the landlord and the seller alike. Get the landlord's signature on the deed itself, not just verbal approval.

What this agreement typically contains

Seller, buyer, and landlord identities (three-party agreement)
Full address of the shop and its area
Goodwill / pagri amount + how it was calculated (e.g. months of average revenue)
Existing rent and terms the buyer will assume from the current lease
List of fixtures, fittings, signage transferred with the shop
Treatment of the remaining stock (separately valued or included)
Landlord's express written consent to the transfer
Effective date of possession transfer
Warranties from the seller — no undisclosed dues, no pending disputes
Handover of trade licence, utility connections, and existing service contracts
Signatures of all three parties and witnesses

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Frequently asked questions

Is a goodwill / pagri sale of a shop legally recognised in Bangladesh?: Yes — a sale of goodwill together with the tenancy right is a valid contract under the Contract Act, 1872 and is standard in Bangladeshi markets. But it is not a simple sale, because the underlying premises belong to a landlord: any transfer of tenancy without the landlord's consent is a breach of the underlying lease and can be treated as a ground for eviction of the buyer. The safest structure is a three-party written agreement (seller, buyer, landlord) executed on non-judicial stamp paper, with the landlord's consent recorded in the deed itself.
What happens if the landlord refuses to accept the new tenant?: Then the buyer cannot legally take over the shop — the landlord has the right to refuse a new tenant unless the original lease expressly permits assignment without consent (rare in Bangladesh). The prudent approach is to make landlord's consent a condition precedent to paying the goodwill amount: if the landlord refuses, the buyer walks away with the money, and no sale occurs. Write this exact sequence into the agreement.

Other contracts in this category

What this agreement typically contains

Seller, buyer, and landlord identities (three-party agreement)

Full address of the shop and its area

Goodwill / pagri amount + how it was calculated (e.g. months of average revenue)

Existing rent and terms the buyer will assume from the current lease

List of fixtures, fittings, signage transferred with the shop

Treatment of the remaining stock (separately valued or included)

Landlord's express written consent to the transfer

Effective date of possession transfer

Warranties from the seller — no undisclosed dues, no pending disputes

Handover of trade licence, utility connections, and existing service contracts

Signatures of all three parties and witnesses

Frequently asked questions

Is a goodwill / pagri sale of a shop legally recognised in Bangladesh?

Yes — a sale of goodwill together with the tenancy right is a valid contract under the Contract Act, 1872 and is standard in Bangladeshi markets. But it is not a simple sale, because the underlying premises belong to a landlord: any transfer of tenancy without the landlord's consent is a breach of the underlying lease and can be treated as a ground for eviction of the buyer. The safest structure is a three-party written agreement (seller, buyer, landlord) executed on non-judicial stamp paper, with the landlord's consent recorded in the deed itself.

What happens if the landlord refuses to accept the new tenant?

Then the buyer cannot legally take over the shop — the landlord has the right to refuse a new tenant unless the original lease expressly permits assignment without consent (rare in Bangladesh). The prudent approach is to make landlord's consent a condition precedent to paying the goodwill amount: if the landlord refuses, the buyer walks away with the money, and no sale occurs. Write this exact sequence into the agreement.