Complete Guide to Sale and Purchase Agreement in Malaysia

A Sale and Purchase Agreement (SPA) in Malaysia is the legally enforceable property sale contract that sets the price, payment obligations, title arrangements, conditions, completion, risk and handover. It tells you what you are buying, what each party must do and what happens if the transaction goes wrong.

The first thing to work out is which contract you are signing. A qualifying housing-developer purchase uses a prescribed agreement, while a residential subsale usually uses negotiated terms, and the two come with different protections, payment stages and deadlines. The SPA is also a different document from the bank's letter of offer, the loan agreement and the Memorandum of Transfer (MOT).

The Budget 2027 speech announced new first-home stamp-duty proposals on 9 October 2026. They are still proposals, so they won't reduce the cash you need for a purchase this October. Here's what to review in the contract, how signing works and what to budget before you commit.

Quick answer: what is an SPA and when do you sign it?

An SPA records the binding sale terms. Sign it once the contract and supporting documents have been reviewed, your funding plan is clear and you understand any obligations that already arose from an earlier commitment.

Source: Housing-development regulations, KPKT developer permit manual (as of 10 October 2026)

What exactly is included in a Malaysian property SPA?

Read the SPA as a set of promises and deadlines, each with a practical consequence. The question is whether it records your deal accurately and gives your solicitor a workable route to completion.

Parties and title details

Check the buyer's identity, the seller's identity and the registered proprietor. If someone signs for a company, an estate or another owner, ask your solicitor to verify their authority to sign. Ownership is proved by the title, not by a familiar agent or sales representative.

Match the property description against the title and plans: title number, lot or parcel number, land tenure, address, area and any accessory parcel. A car park shown in a brochure should match the legal documents. Ask whether you own the bay, have exclusive use of it or only have a right subject to building rules.

Find out whether an individual or strata title exists or the property is still under a master title. Without its own title, the sale may proceed by assignment. Ask what evidence proves the seller's interest, which original documents are needed and what happens when the individual title is issued.

An incorrect unit description or missing ownership document can disrupt financing, registration and a later resale. Fix the record before signing, while the parties can still sort it out without a completion deadline running.

Purchase price, deposit and financing

Record the full contractual price and how any rebates, discounts or furnishing packages work. Your cash requirement depends on both the price and the bank's approved financing, which may differ from the sales illustration. Ask for a written breakdown of the amount you actually need to contribute.

The Malaysian Bar's subsale guide describes a 10% deposit as a usual arrangement. If you have already paid an earnest deposit, the balance due on signing should account for it. Ask who holds that money, when it can be released and which written terms govern a refund.

For prescribed developer housing contracts, pre-SPA booking fees are prohibited under the housing regulations, as explained by the Federal Court in PJD Regency. An agent calling a booking fee “standard practice” doesn't make it lawful.

Bank approval is only part of the funding picture. Confirm the loan amount, acceptance conditions, valuation, required documents and disbursement process. If the lender finances less than you expected, you still need a plan for the shortfall. In a subsale, put any negotiated financing condition into the documents before you accept an unconditional obligation to buy.

Completion, late-payment interest and vacant possession

A subsale completion clause should say when the clock starts, what must happen before it starts and what extends it. State consent, discharge of the seller's loan and missing title documents can all change the timeline.

Check the extension interest terms: the rate, the amount it is calculated on and when the buyer gets extra time without interest. Ask your solicitor to walk you through a delayed bank payment in plain language, so you know who bears that delay before it happens.

Vacant possession (VP) concerns handover under the contract. Registration concerns the legal title record. The two are related milestones, but they happen separately. Check whether you will receive an empty property, a property with a tenant in it or some other agreed possession arrangement.

Fixtures, defects, outgoings and restrictions

Attach a clear inventory of the items included in a subsale. Photograph the agreed condition and record any promised repairs. “Fully furnished” leaves too much room for argument if the appliances, curtains and furniture are not listed.

Ask for the tax, maintenance and sinking-fund statements, and agree how bills are split around completion. Identify arrears, special levies and existing occupiers early. A good price can quickly be eroded by unexpected charges or a tenant who won't leave when you expect.

For a developer purchase, check the approved plans and specifications against the unit you were promised. For either route, discuss restrictions in interest and the approvals needed. Your solicitor should tell you which approvals come from the state or the lender and which are building-management procedures.

Default, termination and dispute resolution

Find the default clause before signing. Ask what counts as a breach, who must give notice, how the notice is served and whether there is a chance to remedy the problem. Then ask what happens to money already paid and to legal costs if the contract ends.

Check the remedies available to both parties, including any refund, forfeiture, damages or a court order compelling performance. Your exposure can be larger than the deposit. Keep formal notices and payment evidence in a transaction file so you can prove you met your own obligations.

Schedule G vs Schedule H vs subsale SPA

The legal nature of the sale decides the agreement, not the property's marketing name. KPKT's permit manual distinguishes Schedule G landed housing from Schedule H strata housing, which can include landed strata arrangements.

Under the prescribed forms, Schedule G ordinarily provides a 24-month VP period and Schedule H a 36-month period. These benchmarks apply to qualifying developer housing sales, not to auctions, negotiated subsales or every project marketed as “residential”.

Source: Housing-development regulations, KPKT permit manual (as of 10 October 2026)

Ask your solicitor to confirm which schedule and version applies, especially for mixed-use developments, serviced apartments and transactions in Sabah or Sarawak, which have their own local frameworks.

Schedule G, Schedule H and subsale contracts compared by legal framework and handover obligations.

How the SPA signing process works: new launch vs subsale

Both routes share the same broad milestones, but the documents, payment triggers and risks differ. Use this sequence to organise your transaction file; actual processing times vary.

1. Verify the seller and property. For a new launch, check the developer's licence and advertising and sales permit through KPKT's TEDUH portal. For a subsale, have your solicitor check the owner's interest, title and searches. Make sure the person offering the property can complete the sale.
2. Review any early commitment. In a subsale, read the offer, earnest-payment conditions and stakeholder arrangements before paying. For a prescribed developer housing sale, the ban on pre-SPA booking collections applies. Keep receipts and written representations if money has already changed hands.
3. Clarify financing. Get a financing indication and review the lender's offer. List the amount financed, the cash shortfall and any conditions still outstanding. Treat a verbal indication as a starting point; only cleared funds count at completion.
4. Appoint and brief your conveyancing solicitor. Hand over the property documents, financing details, payment evidence and promised terms. Ask whom the solicitor represents. If the developer is paying for a legal package, find out whether you are getting independent advice on your own interests.
5. Review and sign the final SPA. Check every attachment and amendment, then pay the contractual sum through the authorised route. Keep a complete signed copy, including schedules. Confirm the notice address and contact person for later demands.
6. Complete stamping, financing documents and approvals. Your solicitor coordinates the instruments, searches and consent applications. Reply promptly when the bank or lawyer asks for information. Keep enough cleared cash for duty and fees when they fall due.
7. Complete transfer or assignment and payments. Track the seller's loan redemption, the release of documents and purchase-money payments. Confirm that apportioned bills are settled. Ask what still needs to be registered or perfected after completion.
8. Receive possession and inspect. Record the handover date, keys, access devices, meter readings and condition. For developer contracts, organise defect notices. For a subsale, check that the agreed inventory and possession arrangements were honoured.

Share the actual deadlines with your lender and solicitor, particularly if approvals must happen before the balance-price period begins.

Developer and subsale purchases share milestones but differ in early payments, documents and completion triggers.

How much does an SPA cost in Malaysia in 2026?

“SPA costs” usually bundles several bills together. Ask for an itemised quotation showing legal work, transfer duty, financing duty, taxes and disbursements so you can compare like with like.

Conveyancing legal fee scale

For Peninsular Malaysia Table A sale-and-transfer work, the Solicitors' Remuneration Order 2023 charges 1.25% on the first RM 500,000 and 1% on the next RM 7 million. The fee is based on the consideration or adjudicated value under the order; ask your solicitor how that applies to your purchase.

Housing-development transactions under Table B use a different scale. For example, a qualifying RM 600,000 Table B sale falls within the band charged at 65% of the corresponding Table A fee.

The Bar's 2026 discount guidance permits up to 25% for First and Third Schedule Table A fees, but no further discount for Table B. Budget on the full scale fee rather than the maximum discount. Loan documentation is billed as separate legal work, and Sabah and Sarawak have their own fee rules to confirm locally.

Stamp duty, loan documentation and disbursements

Nominal stamping of the agreement and ad valorem duty on the transfer instrument are two different charges. LHDN explains that duty depends on an instrument's content and legal effect, with principal and subsidiary instruments treated differently. What the document does matters more than what it is called.

For a Malaysian citizen on the ordinary transfer scale, duty is 1% on the first RM 100,000, 2% on the next RM 400,000, 3% on the next RM 500,000 and 4% above RM 1 million. It is charged on the higher of the consideration and market value. Other purchaser categories, instruments and reliefs can change the result.

The ordinary principal loan instrument is generally charged at RM 5 per RM 1,000 or part thereof, equivalent to 0.5% for an exact RM 1,000 multiple, before relief. Searches, registration, valuation and service taxes add further costs.

Stamping now runs through e-Duti Setem on MyTax, and property transfers without JPPH valuation enter STSDS phase 2 on 1 January 2027. For the rest of 2026, not all property transfers are self-assessed.

Worked example: RM 600,000 subsale

Say a Malaysian individual buys at RM 600,000, the duty and fee value is also RM 600,000, and the loan is RM 540,000, with no exemption or fee discount. The down payment is part of the purchase price.

Source: SRO 2023, LHDN Stamp Act, LHDN instrument guidance (as of 10 October 2026)

RM 81,950 is a partial figure. It excludes loan legal fees, service taxes, searches, registration and other disbursements, valuation, insurance, renovation and any other cash shortfall. Add these to a dated payment schedule. A developer package or a Table B transaction needs its own calculation.

RM 600,000 subsale: RM 81,950 before loan legal fees, service taxes and other excluded costs.

First-home stamp duty incentives: 2026 law vs Budget 2027 proposal

Eligibility for an exemption is its own question. A budget speech sets out policy; the exemption order in force and the facts of your transaction decide whether duty is waived.

Current law: P.U. (A) 448/2025 and P.U. (A) 449/2025 commenced on 1 January 2026, extending the existing transfer and loan exemption orders to SPAs executed through 31 December 2027. These amendments are already in force.

The original transfer order, read with its amendment, covers one qualifying residential unit with market value no more than RM 500,000, bought by a Malaysian citizen who has never owned residential property, including jointly or through inheritance or gift. Its SPA window starts on 1 January 2021. The Malaysian Bar's April 2026 clarification confirms the loan exemption also depends on the specified lender and other qualifying conditions.

Have your solicitor check the dwelling definition, valuation, ownership history and statutory declaration before claiming. The current LHDN transfer declaration excludes SOHO, SOFO, SOVO and service apartments, and the Bar flags a definition issue involving serviced apartments and SOHO. Duty eligibility turns on these definitions, not on housing-law protection or the sales brochure.

The 9 October Budget 2027 proposal covers SPAs dated 1 January 2027 to 31 December 2030: full transfer and loan relief for eligible first homes up to RM 500,000; for homes up to RM 750,000, full relief on the first RM 500,000 and 50% relief on the balance. It needs implementing law before it takes effect.

There is also a LHDN first-home mortgage-interest income-tax relief for SPAs dated 1 January 2025 to 31 December 2027, with limits of RM 7,000 for homes up to RM 500,000 or RM 5,000 above that up to RM 750,000, subject to conditions. It reduces your taxable income, so it won't help with transfer duty or the cash you need at completion.

What to check before signing an SPA

Go through this checklist with the draft and supporting documents open beside you. Turn each open item into a written question for your solicitor before you accept the final wording.

1. Owner and title: match the registered proprietor, seller and property identifiers, and verify any signing authority.
2. Restrictions and consent: identify restrictions in interest, state approval and other transaction-specific requirements.
3. Tenure: confirm freehold or leasehold status, remaining lease and any effect on financing or a future sale.
4. Price and rebates: reconcile the SPA price, incentives, deposits already paid and your actual cash contribution.
5. Financing shortfall: compare approved funds with the balance price, then add duty, fees and unfunded costs.
6. Unit, area and car park: match parcel, accessory parcel, floor plan, area and specifications with the legal record.
7. Encumbrances and caveats: ask what must be discharged or resolved and who supplies the documents and undertakings.
8. Arrears and occupation: check taxes, maintenance, sinking fund, special levies and any tenancy or occupier.
9. Completion and possession: identify the starting trigger, deadlines, extension terms and condition at handover.
10. Condition and defects: record the inventory, agreed repairs and any developer defect procedure.
11. Cancellation and cure: understand financing conditions, default notices, remedy periods and money at risk.
12. Representation and documents: confirm whom each lawyer acts for, get complete copies and note any pending title or other transaction-specific issues.

If a promise matters, put it in the documents rather than leaving it in a message that contradicts the SPA. If a clause is still unclear, ask the solicitor to walk through a concrete example, such as a delayed approval, a missing fixture or a lower bank valuation.

Can you cancel or amend a signed SPA?

A change of mind, a loan rejection and a seller's breach are different events. The outcome depends on the documents, the housing law that applies and whether you followed the required procedure.

Outcomes depend on your actual contract, so get legal advice on your situation.

The prescribed forms contain specific financing provisions, including a limited income-ineligibility route in Schedule G/H clause 5(3). It does not cover every rejected loan, so ask which provision applies to you and what evidence it needs.

Cancelling does not always cost exactly the deposit, and there is no general cooling-off period. Get advice before you miss a payment, sign a waiver or accept a settlement, because each of those steps can affect the remedies you still have.

What happens if the developer is late or the property has defects?

Late delivery compensation and defect repairs deal with different problems. Keep separate records for the promised deadline, actual possession and each defect, so an unfinished repair isn't mixed up with delivery delay.

Late delivery and LAD

The G/H forms provide late-delivery liquidated damages at 10% per annum of the purchase price, calculated daily under the prescribed terms. For example, a RM 500,000 price and 90 days of compensable delay gives RM 500,000 × 10% × 90/365 = RM 12,328.77, approximately RM 12,329. Your actual entitlement depends on the facts of your case.

In PJD Regency, the Federal Court held that the relevant statutory-contract timeline can begin with an earlier booking payment or initial purchase commitment, despite the prohibited booking practice. Keep the earliest receipt and commitment documents, because the clock may start before the date printed on the SPA.

Ask your solicitor to assess the actual starting event, expiry date, contractual VP requirements and relevant judgments. Keep the VP notice, delivery evidence and completion certificates. Claims over common facilities are assessed differently from the purchase-price example above.

Defects and the claim process

KPKT confirms a 24-month defect-liability period under Schedule G/H after the buyer takes vacant possession. Inspect promptly and send a dated written list with photographs, locations and proof of delivery. Track each response and completed repair.

Check the contract's notice and rectification procedure before arranging repairs yourself and seeking reimbursement. Tell your solicitor about the defect and any stakeholder funds before they are released. Renovation can hide the original condition, so document the problem before altering the affected area.

For disputes, ask whether the Housing Buyer Claims Tribunal, a civil claim or another route fits. KPKT's enforcement FAQ explains the tribunal and civil-court routes for LAD claims. Deadlines and jurisdiction matter, and a complaint to the developer may not preserve your legal claim.

Set aside cash for your property purchase

Buying a property involves more than the down payment. You'll also need to budget for stamp duty, legal fees and any amount not covered by your housing loan.

Keep track of when each payment is due and make sure you have enough cash available. For funds you don't need immediately, StashAway Simple™ offers a flexible way to set money aside, with no lock-in period.

Simple invests in money market funds. Returns are not guaranteed, and your investment is not protected by PIDM. Allow sufficient time for withdrawals before any payment deadline.

Frequently asked questions

What is an SPA in Malaysia?

It is the property sale contract recording the price, obligations, conditions and completion arrangements. It also sets out what can happen if either party fails to perform.

Is an SPA compulsory when buying a house?

A qualifying developer housing sale must use the prescribed form. For a normal subsale, a properly drafted SPA records the agreed terms and supports conveyancing. Auctions and special transactions use their own sale documents.

Who prepares and pays for the SPA?

The solicitors on the transaction prepare or review it, using a prescribed form where the housing regime requires one. Ask who represents you and get a quotation showing what you pay, even if the developer advertises a legal-fee package.

What is the difference between SPA, MOT and loan agreement?

The SPA sets the sale obligations, and the MOT is the instrument used to register a title transfer. The loan agreement documents your financing. Where there is no individual title yet, an assignment may also form part of the transaction.

How much are SPA legal fees for a RM 300,000, RM 500,000 or RM 800,000 house?

On the Peninsular Table A scale before any discount, the sale-and-transfer fees are RM 3,750, RM 6,250 and RM 9,250 respectively. These exclude financing legal work, taxes and disbursements. Table B and East Malaysian rules differ.

How much deposit do I pay on signing the SPA?

A common subsale arrangement is 10% in total, with any earnest sum you have already paid credited towards it. Your SPA's payment schedule sets the actual amount and what happens to it if the deal is cancelled.

Can I get my deposit back if the bank rejects my loan?

Not automatically. It depends on whether your subsale has a financing condition or a specific prescribed provision applies. Give your solicitor the rejection evidence promptly and get advice on whether you can exit with a refund.

What is the difference between Schedule G and Schedule H?

Schedule G covers qualifying land-and-building developer housing sales; Schedule H covers qualifying subdivided building or strata housing sales. Landed strata housing can fall under Schedule H, so the legal arrangement matters more than how the property looks.

When does the developer have to give me the keys?

Under the prescribed forms, the ordinary VP period is 24 months for Schedule G and 36 months for Schedule H, counted from the legally relevant starting date. A valid handover must also meet the contract's delivery requirements, whatever date a sales representative estimates.

Can I cancel a signed SPA?

Only on a lawful basis, such as a contractual condition, a breach, a statutory protection or an agreed settlement. Changing your mind alone gives you no right to a full refund, and there is no fixed universal penalty for exiting.

What if the developer hands over late?

You may be able to claim LAD under the prescribed agreement and legal timeline. Keep your early purchase records, the signed SPA, VP notices and delivery evidence so your solicitor can calculate the claim.

Do commercial-titled serviced apartments get housing-law protection?

It depends. A commercial land category or marketing description alone doesn't settle it, so ask your solicitor to check the dwelling, developer licence, sale structure and governing law. Stamp-duty relief has its own eligibility conditions.

How does buying on a master title affect an SPA?

The transaction may need an assignment and checks on the seller's chain of ownership documents. Ask what title-transfer and financing-perfection work remains for later, and budget for it.

Does an SPA guarantee immediate ownership transfer?

No. Signing creates contractual obligations. Payment, approvals, documents and registration or assignment steps still have to be completed.

What changes were proposed in Budget 2027?

The speech proposed the first-home stamp-duty relief described above for SPAs dated 1 January 2027 to 31 December 2030. Its implementing orders will set the final eligibility conditions, so check them before relying on the relief for a purchase in that period.

Match your purchase to its legal framework, resolve unclear clauses before signing and get an itemised cash schedule. Keep enough cleared money for each milestone, then keep the documents that prove payment, handover and any claim.