Deed of Covenant (Strata) Malaysia
DEED OF COVENANT
Strata Titles Act 1985 (Act 318) | Strata Management Act 2013 (Act 757) | Contracts Act 1950 (Act 136)
THIS DEED OF COVENANT is made on [Deed Date]
BY:
[Covenantor Name], of [Covenantor Address] (hereinafter referred to as the "Covenantor")
IN FAVOUR OF:
[Vendor Name] (the "Vendor") and [MC / JMB Name] (the "Management Corporation" or "JMB") (collectively the "Covenantees")
RECITALS
A. The Vendor is the registered proprietor of [Parcel Number] (and accessory parcels: [Accessory Parcels]) at [Development Name and Address], comprising approximately [Floor Area] (the "Parcel").
B. The Covenantor has agreed to purchase the Parcel from the Vendor and the transfer is to be registered at the relevant state land registry under the National Land Code 1965.
C. The Parcel forms part of a strata development governed by the Strata Titles Act 1985 (Act 318) and the Strata Management Act 2013 (Act 757).
NOW THIS DEED WITNESSETH as follows:
1. COVENANT TO OBSERVE BY-LAWS
1.1 The Covenantor hereby covenants with the Covenantees that with effect from [Transfer Date], the Covenantor shall observe and comply with all by-laws applicable to the Parcel, including:
(a) the default by-laws set out in the Third Schedule to the Strata Management (Maintenance and Management) Regulations 2015;
(b) any additional or amended by-laws passed by the Management Corporation or JMB at a general meeting under Section 32 of the Strata Management Act 2013; and
(c) all house rules, building management guidelines, and conditions issued by the Management Corporation or JMB from time to time.
2. MAINTENANCE FUND AND FINANCIAL OBLIGATIONS
2.1 The Covenantor acknowledges that the outstanding maintenance fund and sinking fund arrears in respect of the Parcel as at [Transfer Date] are [Maintenance Arrears]. The Vendor confirms that all arrears up to and including the transfer date shall be settled before or at completion.
2.2 With effect from [Transfer Date], the Covenantor shall pay the monthly maintenance fund and sinking fund contributions of [Monthly Contribution] (or as varied by the MC from time to time) by the due date specified by the Management Corporation under Section 60 of the Strata Management Act 2013.
3. INDEMNITY
3.1 The Covenantor shall indemnify the Vendor against all claims, liabilities, costs, and expenses arising from any breach by the Covenantor of the by-laws or financial obligations of the Management Corporation after the transfer date.
4. GENERAL
4.1 This Deed is governed by the laws of Malaysia including the Strata Titles Act 1985 and the Strata Management Act 2013.
4.2 This Deed shall be stamped at LHDN under the Stamp Act 1949 (Act 378) as an instrument of fixed duty.
4.3 This Deed shall be binding on the Covenantor's successors in title, heirs, executors, administrators, and assigns.
Covenantor (Purchaser)
________________
Signature
Vendor (Covenantee)
________________
Signature
What Is a Deed of Covenant (Strata) Malaysia?
A Deed of Covenant (Strata) in Malaysia gives legal effect to the arrangement it sets out once signed, sealed, and delivered.
Under the Strata Management Act 2013, every proprietor of a strata parcel is automatically bound by the by-laws of the MC upon registration of the strata title transfer, pursuant to Section 32 of the Strata Management Act 2013. However, a Deed of Covenant executed at the time of transfer provides a separate, direct contractual basis for enforcement of these obligations between the parties — particularly useful in developments where the MC has not been formally constituted or where disputes arise about the effective date of the incoming owner's obligations.
The by-laws of a Malaysian MC are set out in the Third Schedule to the Strata Management (Maintenance and Management) Regulations 2015 (the default by-laws) and any additional or amended by-laws passed by special resolution of the MC at a general meeting under Section 32 of the Strata Management Act 2013. By-laws may cover obligations relating to maintenance fund contributions, use of common facilities, prohibited activities in parcels and common areas, noise restrictions, and obligations to maintain the interior of the individual parcel.
Conveyancing solicitors in Malaysia typically require a Deed of Covenant to be executed as part of the standard suite of documents for the transfer of a strata unit, particularly in high-rise residential and commercial developments in Kuala Lumpur, Petaling Jaya, Johor Bahru, and Penang. The Deed of Covenant is executed before or concurrently with the instrument of transfer (Form 14A under the National Land Code 1965) presented to the state land registry for registration.
The legal framework governing the Deed of Covenant (Strata) Malaysia in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Deed of Covenant (Strata) Malaysia in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Strata Management Act 2013 (Act 757) sets the foundational requirements.
When Do You Need a Deed of Covenant (Strata) Malaysia?
A Deed of Covenant (Strata) in Malaysia is required on every transfer of a strata unit where the MC or JMB governing the development requires incoming owners to formally acknowledge and covenant to observe the by-laws and financial obligations of the strata scheme.
A Deed of Covenant is needed when a strata condominium, serviced apartment, or SOHO unit in Kuala Lumpur, Mont Kiara, Damansara, or Johor Bahru is sold in the sub-sale market. The vendor's solicitors typically require the purchaser to execute a Deed of Covenant as a condition of completion, alongside the execution of the Memorandum of Transfer (Form 14A under the NLC 1965).
A Deed of Covenant is required when a strata commercial unit — such as a SoFo unit, retail lot, or office suite — is transferred between owners. Commercial strata developments often have more complex by-laws governing business hours, waste disposal, loading access, and signage, all of which the incoming owner must covenant to observe.
A Deed of Covenant is needed when a bank exercises its power of sale as mortgagee and transfers a strata unit to a purchaser at auction under the National Land Code 1965. The purchaser at auction takes the property subject to the by-laws and outstanding maintenance fund arrears, and should execute a Deed of Covenant acknowledging these obligations.
A Deed of Covenant is required when a property developer transfers remaining developer-held units in a strata development to the MC upon constitution of the MC, to bind the developer as a parcel owner to the same by-law obligations as all other proprietors.
A Deed of Covenant is needed when a strata unit is transferred within a family or corporate group — for example, as a gift under a Deed of Gift or as part of a corporate restructuring — where the formal Transfer Instrument alone may not document the incoming owner's acknowledgement of strata management obligations.
What to Include in Your Deed of Covenant (Strata) Malaysia
A complete Malaysia Deed of Covenant (Strata) must contain the following essential elements.
Parties: Full legal names and identification of the covenantor (purchaser/incoming owner), the covenantee (vendor/outgoing owner), and the Management Corporation or Joint Management Body as a party or intended beneficiary. For corporate parties, the SSM registration number under the Companies Act 2016. The MC's registration number under the Strata Management Act 2013 should be stated.
Property description: Full address, parcel number, and floor area of the strata unit as described in the strata title issued under the Strata Titles Act 1985. Accessory parcels (parking bays, storage rooms) assigned to the parcel should be identified by their accessory parcel numbers. The development name and the state in which the land is situated.
Covenant to observe by-laws: The covenantor's express covenant to be bound by and to observe the Third Schedule default by-laws under the Strata Management (Maintenance and Management) Regulations 2015 and any additional or amended by-laws of the MC passed in accordance with the Strata Management Act 2013.
Maintenance fund and sinking fund obligations: The covenantor's acknowledgement of the obligation to pay monthly maintenance fund and sinking fund contributions as determined by the MC under Section 60 of the Strata Management Act 2013, and acknowledgement of any arrears as at the transfer date.
Prohibited activities: The covenantor's acknowledgement of restrictions on the use of the parcel — including prohibition on carrying on illegal activities, making structural alterations without MC approval, and causing nuisance to other proprietors — as specified in the by-laws.
Indemnity: The covenantor's indemnity to the vendor against any claims arising from the covenantor's breach of the by-laws or failure to pay maintenance charges after the transfer date.
Execution and attestation: Execution by the covenantor and at least one witness. For corporate covenantors, execution under the common seal or by two authorised signatories under the Companies Act 2016. Attestation by a solicitor is standard practice in Malaysian conveyancing.
Additional compliance elements for a Deed of Covenant (Strata) Malaysia used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Deed of Covenant (Strata) Malaysia (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/real-estate/purchase-sale/deed-of-covenant-strata-malaysia
"Deed of Covenant (Strata) Malaysia (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/real-estate/purchase-sale/deed-of-covenant-strata-malaysia.
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year = {2026},
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note = {Free legal document template. Based on Strata Management Act 2013 (Act 757)}
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Frequently Asked Questions
A Deed of Covenant is not expressly required as a statutory document for every strata property transfer under the Strata Titles Act 1985 or the Strata Management Act 2013. However, under Section 32 of the Strata Management Act 2013, every proprietor of a strata parcel is automatically bound by the by-laws upon registration of transfer. Despite this automatic statutory binding, Malaysian conveyancing practice universally requires a Deed of Covenant to be executed at the time of transfer — both to provide a direct contractual basis for the MC or JMB to enforce obligations against the incoming owner personally and to document the incoming owner's acknowledgement of any outstanding maintenance fund arrears as at the transfer date. Many MCs in Kuala Lumpur and Selangor have by-laws requiring a Deed of Covenant as a condition of the MC's consent to transfer, and some strata title transfers cannot be registered at the state land registry without the MC's endorsement confirming all charges are settled.
If a purchaser of a strata unit in Malaysia refuses to execute a Deed of Covenant at completion, the vendor's solicitors may treat this as a failure to complete the purchase in accordance with the terms of the Sale and Purchase Agreement, entitling the vendor to rescind the SPA and forfeit the deposit under the Housing Development (Control and Licensing) Act 1966 (for developer sales) or under the SPA terms (for sub-sale transactions). The MC or JMB may also refuse to acknowledge the new owner or grant access to common facilities until the Deed of Covenant is executed. In practice, purchasers who resist executing a Deed of Covenant typically do so because of concerns about outstanding maintenance charges — in which case the standard approach is for the vendor to settle all arrears at completion and for the Deed of Covenant to record a zero balance as at the transfer date.
A Management Corporation in Malaysia may enforce payment of maintenance fund and sinking fund contributions against a parcel owner through both statutory and contractual routes. Under Section 60 of the Strata Management Act 2013, the MC may impose charges and penalties for late payment of contributions. The MC may file a claim before the Strata Management Tribunal established under Section 107 of the Strata Management Act 2013 for recovery of arrears up to RM 250,000. If a Deed of Covenant exists, the MC may also rely on the covenant to observe the by-laws as a contractual basis for claiming in the Magistrates' Court or Sessions Court under the Subordinate Courts Act 1948. Outstanding maintenance fund contributions are an encumbrance on the strata parcel and must be settled before the state land registry will process a transfer of title under Form 14A of the National Land Code 1965.
A Deed of Covenant for strata property in Malaysia is typically stamped with a nominal fixed duty under the Stamp Act 1949 (Act 378), as it is an ancillary instrument to the main conveyancing transaction rather than a substantive conveyance of property or agreement for a monetary consideration. The fixed duty for a deed or instrument not otherwise specifically charged is RM 10 under Item 4 of the First Schedule to the Stamp Act 1949. Solicitors handling strata title transfers in Malaysia submit the Deed of Covenant to LHDN along with the Memorandum of Transfer (Form 14A) and the Sale and Purchase Agreement for concurrent stamping. Any ad valorem stamp duty is levied on the SPA based on the purchase price, not on the Deed of Covenant itself. The Deed of Covenant is then presented to the state land registry as part of the transfer documents.
The key by-laws that a purchaser covenants to observe in a Malaysian strata development are set out in the Third Schedule to the Strata Management (Maintenance and Management) Regulations 2015. The principal obligations include: payment of monthly maintenance fund and sinking fund contributions by the specified due date; using the parcel only for its authorised purpose (residential or commercial as strata-titled); not making any structural additions, alterations, or renovations to the parcel without prior written approval of the MC under Regulation 34 of the Strata Management (Maintenance and Management) Regulations 2015; not causing or permitting any nuisance, annoyance, or hazard to other proprietors; complying with the building's fire safety requirements under the Fire Services Act 1988; parking only in designated parking bays; and complying with any additional by-laws passed by special resolution at a general meeting of the MC.
In Malaysian strata developments, a Joint Management Body (JMB) and a Management Corporation (MC) manage the common property at different stages of the development's life. The JMB is formed first, under the Strata Management Act 2013, when the developer and the early purchasers jointly manage the building before the strata titles are issued and the MC is constituted. Once the strata titles are issued and the MC is established under the Strata Titles Act 1985, the MC — comprising all parcel proprietors — takes over management and the JMB is dissolved. A Deed of Covenant may name either the JMB or the MC as the body whose by-laws the incoming owner covenants to observe, depending on which body is in control of the development at the time of transfer. Both bodies have power to collect maintenance fund and sinking fund contributions and to enforce the by-laws against proprietors.
Outstanding maintenance fund and sinking fund contributions on a Malaysian strata parcel are treated as a charge attaching to the parcel, so a purchaser can in practice be affected by arrears left by the previous owner. The Management Corporation may refuse to issue a clearance or endorsement needed for the transfer to be registered at the state land registry until all arrears are settled, and unpaid contributions can obstruct registration of the Memorandum of Transfer (Form 14A under the National Land Code 1965). For this reason, the standard conveyancing practice is for the vendor to settle all arrears at completion and for the Deed of Covenant to record a zero balance as at the transfer date. A prudent purchaser obtains a written statement of account from the MC or JMB before completion to confirm there are no outstanding charges on the parcel.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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