Introduction
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Buying or selling property is one of the most important financial decisions you’ll make.

​In Malaysia, the Sale and Purchase Agreement (SPA) is the key document that governs the entire property transaction. It sets out the rights and obligations of both buyer and seller, ensuring the deal is legally binding and enforceable.

​Our conveyancing lawyers ensure your SPA is legally sound, compliant with the law, and protects you from unnecessary risks.​

​What is a Sale and Purchase Agreement?

An SPA is a legally binding contract between the buyer and seller of a property.

It records, among others, the following: -

• The agreed purchase price
• Payment structure and deadlines
• Conditions that must be fulfilled before completion
• The rights and duties of both parties

Without a properly drafted SPA, buyers and sellers risk disputes, delays, or even financial losses.

​Why do you need a lawyer for SPA?

While some parties may consider using a template or agent-prepared contract, engaging a lawyer ensures: -
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• ✅ Legal compliance with the relevant laws, rules and regulations of Malaysia.
• ✅ Protection of rights: avoiding hidden clauses or terms that may favour the other party.
• ✅ Bank financing compliance: ensuring the SPA satisfies the bank’s requirements for loan disbursement.
• ✅ Risk management: covering late delivery, title issues, or state authority consent.

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​Key Clauses in a Sale and Purchase Agreement​​

Some important clauses that must be carefully drafted include: -

• Purchase Price & Deposit: how much is payable, when, and whether held by stakeholder (lawyer).
• Completion & Vacant Possession: timeline for handover of keys and ownership.
• Liquidated Damages & Penalties: what happens if either party defaults or delays.
• Encumbrances & Title: seller must deliver a clear title free of outstanding charges.
• Conditions Precedent: e.g., state authority consent, release of property from developer’s lien, settlement of Real Property Gains Tax (RPGT).

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​The Sale and Purchase Agreement Process in Malaysia

The typical steps in an SPA transaction are: -

1. Negotiation of Terms: buyer and seller agree on purchase price and conditions.
2. Drafting of SPA: lawyer prepares a tailored agreement.
3. Signing of SPA: parties execute the contract; deposit is paid.
4. Stamping with LHDN: SPA is sent for adjudication and stamping.
5. Financing Documentation:  if applicable, bank loan agreements are executed.
6. Completion: balance purchase price is paid, property is transferred, and buyer takes vacant possession.

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Frequently Asked Questions (FAQs)​ on ​Sale and Purchase Agreement in Malaysia
​​

1. What is a Sale and Purchase Agreement (SPA) in Malaysia?

A Sale and Purchase Agreement (SPA) is a legally binding contract between buyer and seller that sets out the purchase price, payment terms, and rights and obligations of both parties. It is the main document that governs the property transaction.

2. How long does it take to complete a Sale and Purchase Agreement?

The SPA drafting and signing process usually takes 1 - 3 weeks. Completion of the entire property transaction typically takes 3 - 4 months or longer, depending on title document, tenure of the land/property, bank loan processing, land office, and state authority approvals.

3. What are the legal fees for a Sale and Purchase Agreement in Malaysia?

Legal fees are calculated based on a scale prescribed under the Solicitors’ Remuneration Order (SRO). Our firm offers transparent pricing. Contact us for a quotation.

4. What happens if one party breaches the SPA?

If either buyer or seller breaches the SPA, the innocent party may enforce remedies such as forfeiture of deposit, claim for liquidated damages, or specific performance through court action.

​Please seek independent legal advice on your specific circumstances, as remedies may vary depending on the facts of your case.

5. Can foreigners enter into a Sale and Purchase Agreement in Malaysia?

Yes, foreigners can purchase property in Malaysia subject to minimum price thresholds set by each state and state authority consent. Our firm advises on foreign purchase compliance and applications. Please seek independent advice on your specific circumstances.

6. What documents are needed before signing a Sale and Purchase Agreement?

Common documents include the property title, a copy each of the seller’s and buyer's identity card, proof of loan approval (for buyers), state authority consent (if applicable), and relevant tax details of the seller and buyer.

Note: Additional documents may be required. We will review your documents and advise if anything additional is required based on your specific circumstances.

7. How is stamp duty calculated for a Sale and Purchase TRANSACTION in Malaysia?

Stamp duty for property transfer is calculated based on a tiered rate applied to the property’s market value or purchase price, whichever is higher. The rates are set by the government and may change over time. Please seek independent advice on your specific circumstances.

8. Who is responsible for paying the stamp duty on an SPA?

The buyer is generally responsible for paying stamp duty on the SPA and the property transfer. The seller may also be responsible for related duties such as Real Property Gains Tax (RPGT). Please seek independent advice on your specific circumstances.

9. When must stamp duty be paid for a Sale and Purchase Agreement?

The SPA must be stamped within 30 days of the SPA being signed in Malaysia. If the SPA is signed overseas / outside of Malaysia, payment is due within 30 days from the date it is received in Malaysia.

10. What happens if I do not pay stamp duty on time?

Late payment of stamp duty results in penalties imposed by the Inland Revenue Board (LHDN). The penalty amount increases depending on how late the payment is made.

11. Are there any exemptions or discounts on stamp duty in Malaysia?

Yes. The government sometimes offers stamp duty exemptions or discounts, especially for first-time homebuyers or under specific housing schemes. These exemptions are subject to eligibility criteria and application procedures.

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​What Our Satisfied Clients Say

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Mr Teh is super patient, professional, and explained everything clearly, which made the whole process a lot easier for me. Plus, his fees are more affordable compared to others I looked into. I definitely recommend him if you’re looking for a good lawyer who really cares about his clients.

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Mr Teh kept me well updated and advised throughout the legal process. He gave me realistic expectations on the possible outcomes of my case and I could see effort was being made to go the extra mile and achieve the outcome in my best interest. I have every intention to keep this firm as my legal advisor going forward.

Mr GS, from Google Reviews

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Exceptional 5-star service from Mr Teh solicitor in Mont Kiara! As newcomers to Malaysia under the MM2H programme, we were excited but worried about the process of purchasing property here and finding the right solicitor to assist with the process. We are thrilled with Mr Teh's diligent, detail-oriented approach. He was always super prepared and went above and beyond, ensuring a smooth condo purchase while proactively communicating risks, quirks, and solutions. All this while charging very transparently and reasonably for the services provided. Wholeheartedly recommended, especially if you are new here.​

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I’m incredibly grateful to my lawyer for handling my case with such dedication and professionalism. They helped me resolve the case with care and expertise. The fees were also very reasonable, which gave me peace of mind throughout the entire process. I highly recommend their services to anyone in need of legal assistance!​

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Ms Ng, from Google Reviews

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Mr. Teh, I sincerely thank you and grateful to you, Teh & Yu Advocates and Solicitors and the team for extending a great, dedicated, professional services in assisting me to resolve my marriage record that was not updated decades ago. My deepest gratitude to you and your team. It has been a great pleasure working with you. All guidances and advices provided are always so timely and fast. Thank you very much!​

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Professional, polite, prompt and efficient service is what they provide all done via WhatsApp and if requested on email too. I am located overseas and found them via Google and they were quick to respond on WhatsApp. They were very helpful in terms of advice and instructions on forms to complete and when to complete by. They also provided updates without prompting.I would recommend them to anyone who is overseas and needs services completed in Malaysia.​

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Getting to know Mr. Teh and company really my pleasure. Professional services provided here are absolutely satisfying with a word “Excellent”. Got frequently updates about the service / work progress, having me to worry free for no hanging over tasks. I high recommend them as my first choice

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​We are here to assist.
​

​Whether you are buying your first home or selling an investment property, having the right lawyer for your SPA is crucial.

Our conveyancing team ensures every transaction is handled with care, precision, and transparency. ​

​Submit your information below and we will get back to you as soon as possible.​​