Sale and Purchase Agreement — Residential (Malaysia)
SALE AND PURCHASE AGREEMENT
Housing Development (Control and Licensing) Act 1966 (Act 118) | National Land Code 1965 | Contracts Act 1950
THIS SALE AND PURCHASE AGREEMENT is made on [SPA Date]
BETWEEN:
(1) [Vendor Name] of [Vendor Address] (Developer Licence No: [Developer Licence Number]) (hereinafter referred to as the "Vendor"); AND
(2) [Purchaser Name] (NRIC/Passport No: [Purchaser NRIC]) of [Purchaser Address] (hereinafter referred to as the "Purchaser").
1. THE PROPERTY
1.1 The Vendor agrees to sell and the Purchaser agrees to purchase the residential property described as [Property Type] known as [Property Address], [Lot / Parcel Number] [Lot / Parcel Number], Title Reference [Title Reference], [State], with a built-up area of approximately [Built-Up Area] (hereinafter referred to as "the Property").
1.2 The Property is sold with vacant possession free from all encumbrances, subject to the conditions of title and restrictions in interest endorsed on the title.
2. PURCHASE PRICE AND PAYMENT
2.1 The purchase price of the Property is [Purchase Price] (the "Purchase Price").
2.2 The Purchase Price shall be paid as follows:
(a) Booking fee of [Booking Fee] already paid upon reservation of the Property;
(b) Deposit of [Deposit Amount] payable within 21 days from the date of this Agreement, representing the balance of 10% of the Purchase Price; and
(c) Balance purchase price of [Balance Purchase Price] payable by progressive payments according to the construction progress schedule or upon completion, in accordance with Schedule 1 of this Agreement.
2.3 All payments shall be made to the Vendor's Housing Development Account (HDA Account) maintained under Section 7A of the Housing Development (Control and Licensing) Act 1966 (Act 118).
3. VACANT POSSESSION
3.1 The Vendor shall deliver vacant possession of the Property to the Purchaser on or before [VP Delivery Date] (the "VP Date"), completed in accordance with the plans and specifications approved by the relevant authorities.
3.2 If the Vendor fails to deliver vacant possession by the VP Date, the Vendor shall pay to the Purchaser liquidated ascertained damages (LAD) at the rate of ten per centum (10%) per annum on the Purchase Price calculated on a daily basis from the VP Date until the actual date of delivery of vacant possession, in accordance with the Housing Development (Control and Licensing) Regulations 1989.
3.3 The Purchaser shall inspect the Property within fourteen (14) days of receipt of the VP notice and shall notify the Vendor in writing of any defects or incomplete works within that period.
4. DEFECT LIABILITY PERIOD
4.1 The Vendor shall be responsible for all defects, shrinkage, and other faults in the Property that appear within twenty-four (24) months from the date of delivery of vacant possession (the "Defect Liability Period").
4.2 The Purchaser shall give written notice of such defects to the Vendor, and the Vendor shall remedy the defects within thirty (30) days of receiving such notice at the Vendor's own cost and expense.
4.3 If the Vendor fails to remedy any defect within thirty (30) days, the Purchaser may engage contractors to remedy the defect and recover the cost from the Vendor as a debt.
5. TITLE AND TRANSFER
5.1 The Vendor shall, upon full payment of the Purchase Price and all other sums payable under this Agreement, execute and deliver to the Purchaser a valid Memorandum of Transfer (Form 14A under the National Land Code 1965) or Deed of Assignment (where individual/strata title has not yet been issued) to effect the transfer of the Property to the Purchaser.
5.2 The Purchaser shall bear all stamp duty under the Stamp Act 1949 (Act 378), legal fees under the Solicitors' Remuneration Order 2023, and registration fees payable in connection with the transfer of the Property.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement is governed by the laws of Malaysia including the Housing Development (Control and Licensing) Act 1966, the National Land Code 1965, and the Contracts Act 1950.
6.2 Any dispute arising out of this Agreement may be referred to the Tribunal for Homebuyer Claims established under Part VIA of the HDA 1966 for claims up to RM 50,000, or to the High Court of Malaya for higher value disputes.
Vendor
________________
Signature
Purchaser
________________
Signature
What Is a Sale and Purchase Agreement — Residential (Malaysia)?
A Sale and Purchase Agreement — Residential in Malaysia sets out the terms on which the seller agrees to transfer the subject matter to the buyer.
The HDA 1966 and its regulations are administered by the Ministry of Housing and Local Government (KPKT) and the Controller of Housing. A housing developer who fails to use the prescribed SPA form or alters the prescribed terms without the Controller's approval commits an offence under Section 22G of the HDA 1966. This statutory framework was introduced to protect purchasers of new housing from developer malpractice and to standardise the rights and obligations of developers and buyers throughout Peninsular Malaysia.
Key statutory protections embedded in the prescribed SPA forms include: the obligation on the developer to deliver vacant possession (VP) within 24 months from the date of the SPA for landed properties (Schedule H) and 36 months for stratified high-rise properties (Schedule G); the right of the purchaser to liquidated ascertained damages (LAD) at the rate of 10% per annum on the purchase price for each day of delay in VP beyond the prescribed period; and the defect liability period of 24 months from the date of VP during which the developer must rectify defects at its own cost under Clause 29 of Schedule H / Clause 27 of Schedule G.
A residential SPA for the secondary market (subsale of completed properties) is not governed by the HDA 1966 but by the common law of contract under the Contracts Act 1950 (Act 136) and the National Land Code 1965 (NLC 1965). The Bar Council Malaysia has published standard form subsale SPAs for landed and strata properties that are widely used in conveyancing practice. Both primary and secondary market SPAs attract stamp duty under the Stamp Act 1949 (Act 378) at rates prescribed in Schedule 1 — typically 1% on the first RM 100,000, 2% on the next RM 400,000, 3% on the next RM 500,000, and 4% on the excess above RM 1,000,000 of the purchase price.
The legal framework governing the Sale and Purchase Agreement — Residential (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 Sale and Purchase Agreement — Residential (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The National Land Code 1965 (Act 56) sets the foundational requirements.
When Do You Need a Sale and Purchase Agreement — Residential (Malaysia)?
A Sale and Purchase Agreement for residential property in Malaysia is required whenever a purchaser buys a residential property from a housing developer or in the secondary market.
A residential SPA is required when purchasing a new house, condominium, serviced apartment, or townhouse directly from a licensed housing developer regulated under the HDA 1966. The developer's solicitors prepare the SPA in the prescribed Schedule G or H form, and the purchaser has 21 days to execute the SPA after receiving it from the developer — a right recognised under the standard SPA terms.
A residential SPA is needed when purchasing a completed or under-construction property in the secondary (subsale) market from an individual owner or investor. The SPA documents the agreed purchase price, payment terms, vacant possession date, items included in the sale, and the risk allocation between vendor and purchaser.
A residential SPA is required when a purchaser takes a housing loan from a financial institution regulated by Bank Negara Malaysia (BNM) — whether a commercial bank, Islamic bank, or building society. The bank's end-financing is released in stages aligned with the SPA payment schedule, and the bank's charge over the property (perfection of charge) cannot be registered until the SPA is executed and stamped.
A residential SPA is needed when the property involves Bumiputera lot release, low-cost or affordable housing under the RUMAWIP scheme, or properties subject to restrictions on disposal or charges under the National Land Code 1965, Section 43 — as the SPA must expressly address these conditions precedent.
A residential SPA is required when the purchaser is a foreign national buying Malaysian residential property above the minimum purchase price threshold set by each state (generally RM 1,000,000 for Peninsular Malaysia states), where prior approval from the Economic Planning Unit (EPU) or state authority under the National Land Code 1965 is a condition of the SPA.
What to Include in Your Sale and Purchase Agreement — Residential (Malaysia)
A complete Malaysia residential Sale and Purchase Agreement must contain the following essential elements under the HDA 1966, NLC 1965, and Contracts Act 1950.
Parties: Full legal names, MyKad or passport numbers of the purchaser(s), and the developer's company registration number and developer licence number issued by the Controller of Housing under the HDA 1966. For subsale transactions, the vendor's title to the property and any outstanding charges or restrictions must be disclosed.
Property description: Lot number, parcel number (for strata properties under the Strata Titles Act 1985), building name, floor level, unit number, postal address, land title reference (Geran, Hakmilik Strata, or Pajakan Negeri), state, and total built-up area in square feet or square metres. For strata properties, the accessory parcels (car park bays, storage rooms) must be identified by their parcel numbers.
Purchase price and payment schedule: The total purchase price in Malaysian Ringgit (RM), the booking fee paid, the balance payable, and the progressive payment schedule tied to construction milestones (for primary market) or the payment structure for subsale transactions. The schedule must identify the amount payable to the developer's Housing Development Account (HDA account) mandated under Section 7A of the HDA 1966.
Vacant possession date: For primary market SPAs, the date by which the developer must deliver VP, the applicable liquidated ascertained damages (LAD) at 10% per annum on the purchase price for each day of delay under Schedule G Clause 22 / Schedule H Clause 24, and the procedure for VP inspection and acceptance.
Defect liability period: The 24-month defect liability period commencing from the date of VP, the developer's obligation to rectify structural defects, water seepage, and electrical and plumbing defects identified during the DLP, and the purchaser's right to engage third-party contractors at the developer's cost if defects are not rectified within the prescribed period.
Title and consent conditions: The type of land title (freehold or leasehold, individual or strata), any restrictions in interest endorsed on the title (e.g., Bumiputera lot, malay reserve land), and any conditions precedent to completion such as state authority consent, EPU approval, or housing loan approval.
Stamp duty and legal costs: Acknowledgement of the purchaser's obligation to pay stamp duty under the Stamp Act 1949 and legal costs for conveyancing. The solicitors' scale of fees under the Solicitors' Remuneration Order 2023 governs conveyancing fees.
Additional compliance elements for a Sale and Purchase Agreement — Residential (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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Forms Legal. (2026). Sale and Purchase Agreement — Residential (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/real-estate/purchase-sale/sale-purchase-agreement-residential-malaysia
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}Frequently Asked Questions
Schedule G and Schedule H are prescribed SPA forms under the Housing Development (Control and Licensing) Regulations 1989, which housing developers in Peninsular Malaysia are legally required to use when selling new residential properties. Schedule G applies to the sale of a parcel (unit) in a subdivided building — such as condominiums, serviced apartments, and high-rise residential developments — where a strata title will be issued under the Strata Titles Act 1985. Schedule H applies to the sale of landed properties including terraced houses, semi-detached houses, bungalows, and cluster homes where an individual title will be issued under the National Land Code 1965. The key difference in delivery periods is that Schedule G allows 36 months for delivery of vacant possession, while Schedule H allows 24 months. Both schedules provide for liquidated ascertained damages (LAD) at 10% per annum on the purchase price for each day of delay.
Liquidated ascertained damages (LAD) in a Malaysian residential SPA are a pre-agreed sum of damages payable by the housing developer to the purchaser for each day of delay in delivering vacant possession beyond the contractual VP date. Under Schedule G (high-rise) and Schedule H (landed) of the Housing Development (Control and Licensing) Regulations 1989, the LAD rate is fixed at 10% per annum on the purchase price. LAD is calculated on a daily basis and is deducted from the balance purchase price payable by the purchaser to the developer. The purchaser does not need to prove actual loss to claim LAD — the entitlement arises automatically upon delay. The Federal Court of Malaysia in Ang Ming Lee & Ors v Menteri Kesejahteraan Bandar, Perumahan dan Kerajaan Tempatan & Anor [2020] 1 MLJ 281 confirmed that developers cannot contractually exclude or limit LAD entitlements under the prescribed SPA forms.
Stamp duty on a Sale and Purchase Agreement for residential property in Malaysia is assessed under the Stamp Act 1949 (Act 378), Schedule 1, Item 32 (ad valorem duty on conveyance). The current rates are: 1% on the first RM 100,000 of the purchase price; 2% on RM 100,001 to RM 500,000; 3% on RM 500,001 to RM 1,000,000; and 4% on the amount exceeding RM 1,000,000. First-time homebuyers may qualify for stamp duty exemption under the government's Skim Rumah Pertamaku or other incentive schemes for properties priced up to RM 500,000. The SPA must be stamped at the Inland Revenue Board of Malaysia (LHDN) within 30 days of execution if signed in Malaysia, or within 30 days of receipt in Malaysia if signed abroad. An unstamped SPA is inadmissible in court under Section 52 of the Stamp Act 1949. Under Malaysia law, National Land Code 1965 (Act 56), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
The defect liability period (DLP) in a Malaysian residential SPA is a 24-month period commencing from the date of delivery of vacant possession (VP) or the date of issuance of the Certificate of Completion and Compliance (CCC) by the project architect, whichever is later. During the DLP, under Clause 29 of Schedule H and Clause 27 of Schedule G of the Housing Development (Control and Licensing) Regulations 1989, the housing developer is obliged to rectify at its own cost any defect, shrinkage, or other fault in the property that appears in writing reported by the purchaser. If the developer fails to rectify a reported defect within 30 days, the purchaser may engage contractors to carry out the rectification works and recover the cost from the developer. The DLP obligation cannot be waived or limited by the developer in the prescribed SPA forms under the HDA 1966.
A purchaser may withdraw from a residential SPA in Malaysia in limited circumstances without forfeiting the full deposit. Under the standard terms of Schedule G and Schedule H SPAs, if the purchaser fails to obtain a housing loan and exercises the loan failure clause within the prescribed period (typically 21 to 30 days from the date of the SPA), the developer must refund all monies paid less an administrative fee. If the purchaser withdraws without a permitted contractual ground, the 10% deposit (or amount paid under the progressive payment schedule) is forfeited to the developer as liquidated damages. The purchaser may also rescind the SPA for misrepresentation under Section 18 of the Contracts Act 1950 or for the developer's fraudulent misstatement. The Tribunal for Homebuyer Claims established under Part VIA of the HDA 1966 adjudicates disputes between homebuyers and developers for claims up to RM 50,000.
The Housing Development Account (HDA Account) is a trust account maintained by a licensed housing developer at a financial institution regulated by Bank Negara Malaysia, mandated under Section 7A of the Housing Development (Control and Licensing) Act 1966. All payments received from purchasers under an SPA — whether from purchasers' own funds or end-financing released by banks — must be deposited into the HDA Account. The developer may only withdraw funds from the HDA Account for expenses directly related to the development, in accordance with the Housing Development (Housing Development Account) Regulations 1991. The HDA Account is designed to prevent developers from misappropriating purchasers' funds for unrelated purposes, which was a major cause of abandoned housing projects. The Controller of Housing has supervisory oversight over HDA Accounts, and misuse of HDA funds is an offence under the HDA 1966.
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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