SPA (sale and purchase agreement) checklist for Malaysia: the clauses to read before you sign, for a new launch and for a second-hand home

Because one is written by Parliament and the other by two lawyers. A licensed developer selling a residential unit under construction must use the form prescribed by the Housing Development (Control and Licensing) Regulations 1989: Schedule G for a house on its own land title, Schedule H for a strata unit such as a condo or serviced apartment sold under the Act. The developer fills in the blanks (price, unit, dates) but cannot delete or soften the buyer protections. If a developer's lawyer hands you "additional terms" that cut across the schedule, they are unenforceable against you.

A subsale SPA between you and an existing owner has no prescribed form. Lawyers use a well-worn template, but every number in it is a negotiation: the deposit, the completion period, the interest rate for late payment, what is included, and who bears what cost. The seller's lawyer usually drafts it, which is exactly why you need your own lawyer to read it.

The terms are fixed, so check the facts that were typed in. Ten minutes with a highlighter:

1. Purchase price and the payment table. The price in the SPA must match the net price in your booking form after the developer's package; the stage percentages are statutory and cannot be reordered. If the developer's package includes a rebate, it must be reflected as a lower SPA price or a clearly documented credit, not a verbal promise. How to read the price list is in new launch price list explained.
2. The SPA date. The 24 or 36 months for vacant possession run from the date on the SPA, not from your booking. A developer that delays signing is quietly extending its own deadline. The difference between completion and vacant possession is explained in completion date vs vacant possession.
3. The LAD clause. Schedule H clause 25 (Schedule G clause 24) gives you 10% a year on the purchase price, calculated daily, for late vacant possession. It is automatic, but you claim it; developers do not volunteer it. The claim process is in how to claim LAD.
4. Defect liability. 24 months from the date you take vacant possession, developer repairs at its cost within 30 days of written notice, and you can repair and deduct from the stakeholder sum if it does not. Check the stakeholder sum (5% of the price held by the developer's lawyer) is actually stated.
5. The Second Schedule, Fourth Schedule and plans. The unit number, floor, built-up area, and the accessory parcels: car park bays and any air-conditioner ledge or store. In a strata scheme, a car park bay is an accessory parcel to your unit, not a separate property; how bays are allotted and why "one bay guaranteed" can mean the far corner is in car park and accessory parcel rules.
6. Fittings and finishes schedule. The specification list attached to the SPA is what you will get; the show unit is not. Brand names and models matter less than whether the item is there at all (kitchen cabinets, water heater, air-conditioning, built-in wardrobes are the usual gaps).
7. Title and land. Freehold or leasehold, the master title number, any restriction in interest, and whether the land is charged to the developer's bank (normal, with a redemption undertaking). If leasehold, the remaining term of the master lease is the term you are buying.
8. The developer's licence numbers. The APDL number and expiry on the SPA must match the project on KPKT's TEDUH register. Our project check tool does this for you.

In a subsale every clause is negotiable, and the ones below are where buyers lose money.

1. Deposit and forfeiture. Standard is 10% at SPA (the 2 to 3% earnest deposit paid with the offer letter counts towards it). If you fail to complete, the seller keeps the 10% as agreed damages. Make sure the clause also says what happens if the seller defaults: the market norm is refund of the 10% plus a further 10% as compensation. If the draft only punishes you, send it back.
2. Loan rejection clause. Not standard, but common: if your loan is rejected by a stated number of banks within a stated period, the SPA ends and your deposit is refunded less a small administrative deduction. Without it, a rejected loan means a forfeited deposit. Ask for it before the earnest deposit is paid.
3. Completion period and interest. 3 months plus 1 month extension at 8% a year on the unpaid balance is the market norm (Donovan and Ho, PM Lee Law). Start the clock from the right event: for a leasehold unit, from the date state consent is obtained, not from the SPA date, because consent alone can take 1 to 2 months or more in some states. Bank release also takes time; a 2-month completion period is a trap.
4. Conditions precedent. State consent to transfer (leasehold or restricted titles), developer's consent where the strata title is not yet issued, and release of the seller's existing bank charge. Each must have a deadline and a consequence: if consent is refused, you get your deposit back in full.
5. Stakeholder. The 10% deposit and, later, the balance should be held by a lawyer as stakeholder, not paid to the seller directly. Confirm which lawyer holds it and that the SPA says when it is released.
6. What is included. A subsale is sold as-is. If the air-conditioners, kitchen cabinets, water heaters, curtains or furniture are part of the deal, list them in a schedule to the SPA. Car park bays: in an older strata scheme a bay may be an accessory parcel on the title, or merely an allotment by the management that does not transfer automatically. Your lawyer's title search should say which.
7. Title condition. A private caveat, an undischarged charge, a bankruptcy search hit on the seller, or a restriction in interest changes the timeline or kills the deal. Insist on seeing the search results before you sign.
8. Vacant possession and apportionment. The seller should deliver vacant possession within a set number of working days of receiving the balance (3 to 5 is typical), with outgoings such as maintenance fees, quit rent and assessment apportioned to that date and any arrears cleared by the seller.

The step-by-step of a subsale purchase, including timing of each payment, is in buying subsale step by step.

Your lawyer reads the SPA for your interest, runs the title, bankruptcy and land searches, holds the money as stakeholder, files the transfer and pays the stamp duty on your behalf. The seller's lawyer does the same for the seller. In a new launch the developer often absorbs the SPA legal fee as part of the package, but the lawyer is still the developer's panel lawyer; you are entitled to appoint your own to review, at your cost.

Legal fees for the SPA follow the Solicitors' Remuneration Order 2023 scale, 1.25% on the first RM500,000 of the price and 1% on the next RM500,000, plus service tax and disbursements; the loan agreement is a separate fee on the same scale. Stamp duty on the transfer is 1% on the first RM100,000, 2% to RM500,000, 3% to RM1 million and 4% above, with a full exemption for first-time buyers up to RM500,000 through 31 December 2027 under Budget 2026. All of it is the buyer's cost in a subsale. The full list, with a worked total, is in hidden costs of buying property.

Two things a lawyer will not do unless asked: negotiate the commercial terms (price, what is included) and chase the developer for LAD after handover. Those are yours.