Sale and Purchase Agreement — Strata Property (Malaysia)
SALE AND PURCHASE AGREEMENT (STRATA PROPERTY)
Housing Development (Control and Licensing) Act 1966 (Schedule G) | Strata Titles Act 1985 | Strata Management Act 2013 | National Land Code 1965
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] of [Purchaser Address] (hereinafter referred to as the "Purchaser").
1. THE STRATA PARCEL
1.1 The Vendor agrees to sell and the Purchaser agrees to purchase the strata parcel described as [Parcel Address], Parcel No. [Parcel Number], Strata Title Reference [Strata Title Reference], with a built-up area of approximately [Built-Up Area] and [Share Units] share units (unit syer) (hereinafter referred to as "the Parcel").
1.2 The sale includes the following accessory parcels: [Accessory Parcels].
1.3 The Parcel forms part of a stratified development and is subject to the by-laws and rules of the Management Corporation or Joint Management Body under the Strata Management Act 2013 (Act 757).
2. PURCHASE PRICE AND PAYMENT
2.1 The total purchase price of the Parcel is [Purchase Price].
2.2 Payment shall be made as follows:
(a) Deposit of [Deposit Amount] upon execution of this Agreement; and
(b) Balance purchase price of [Balance Purchase Price] to be paid progressively in accordance with the construction progress schedule, or in full upon completion for subsale transactions.
2.3 All payments shall be credited to the Vendor's Housing Development Account (HDA Account) 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 Parcel on or before [VP Date], completed with a valid Certificate of Completion and Compliance (CCC) issued by the architect under the Street, Drainage and Building Act 1974 (Act 133).
3.2 For each day of delay beyond the VP Date, the Vendor shall pay to the Purchaser liquidated ascertained damages (LAD) at the rate of 10% per annum on the Purchase Price, calculated on a daily basis, in accordance with Schedule G of the Housing Development (Control and Licensing) Regulations 1989.
4. MAINTENANCE CHARGES AND STRATA MANAGEMENT
4.1 The current monthly maintenance charges for the Parcel are [Monthly Maintenance Charges], comprising the service charge and sinking fund assessed by the Joint Management Body or Management Corporation under Section 59 of the Strata Management Act 2013.
4.2 The Vendor confirms that all maintenance charges due and payable in respect of the Parcel up to the date of delivery of vacant possession have been or will be settled in full. The Purchaser shall be liable for maintenance charges from the date of receipt of the VP Notice.
5. DEFECT LIABILITY PERIOD
5.1 The Vendor shall be responsible for all defects, shrinkage, or other faults in the Parcel that appear within twenty-four (24) months from the VP Date (the "Defect Liability Period"), under Clause 27 of Schedule G of the Housing Development (Control and Licensing) Regulations 1989.
5.2 The Purchaser shall give written notice of defects to the Vendor, and the Vendor shall rectify such defects within thirty (30) days at the Vendor's cost.
6. GOVERNING LAW
6.1 This Agreement is governed by the laws of Malaysia. Disputes may be referred to the Tribunal for Homebuyer Claims (for claims up to RM 50,000) under Part VIA of the HDA 1966 or to the High Court of Malaya.
Vendor / Developer
________________
Signature
Purchaser
________________
Signature
What Is a Sale and Purchase Agreement — Strata Property (Malaysia)?
A Sale and Purchase Agreement — Strata Property in Malaysia governs the transfer of the property or business and fixes the price and conditions of sale.
The strata title system in Malaysia divides ownership of land into individual parcels (units) and common property (corridors, lifts, car parks, recreational facilities) managed collectively by the Management Corporation (MC) under the Strata Management Act 2013 (SMA 2013, Act 757). Before a strata title is issued by the Director of Survey, a Joint Management Body (JMB) is established under Section 17 of the SMA 2013 to manage the building during the interim period. Upon issuance of the strata title by the Department of Survey and Mapping Malaysia (JUPEM), the MC assumes management responsibilities.
Owners of strata parcels are required to pay maintenance charges (service charge and sinking fund) to the MC or JMB as assessed under Section 59 of the SMA 2013. Unpaid maintenance charges constitute a debt enforceable by the MC or JMB through the Strata Management Tribunal established under Part IX of the SMA 2013, which adjudicates disputes up to RM 250,000 without legal representation.
The Schedule G SPA for new strata properties requires the developer to deliver vacant possession within 36 months from the date of the SPA and provides for liquidated ascertained damages (LAD) at 10% per annum on the purchase price for each day of delay. The defect liability period of 24 months from VP date applies under Clause 27 of Schedule G.
The legal framework governing the Sale and Purchase Agreement — Strata Property (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 — Strata Property (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 Sale and Purchase Agreement — Strata Property (Malaysia)?
A Sale and Purchase Agreement for strata property in Malaysia is required whenever a buyer purchases a condominium, apartment, serviced apartment, or other stratified unit.
A strata SPA is required when purchasing a new condominium or serviced apartment directly from a licensed housing developer. The developer must use the prescribed Schedule G SPA form under the Housing Development (Control and Licensing) Regulations 1989, which is a non-negotiable statutory requirement protecting homebuyers.
A strata SPA is needed when purchasing a completed strata unit in the secondary market (subsale) — whether from an individual owner, a company, or an investor liquidating portfolio properties. The subsale SPA governs the transfer of the strata title via the Memorandum of Transfer (Form 14A under the NLC 1965) after the strata title has been issued.
A strata SPA is required when the strata title has not yet been issued to the developer or subdivided to individual unit owners, in which case the transfer is effected by a Deed of Assignment (pending title) assigning the vendor's rights under the master title or individual title to the purchaser.
A strata SPA is needed when the purchaser takes a housing loan from a bank regulated by Bank Negara Malaysia — the bank requires the SPA to structure end-financing, and the charge over the strata title (or deed of assignment with power of attorney pending title) secures the bank's loan.
A strata SPA is required when the strata unit is subject to a tenancy and is being sold with the tenancy in place — the SPA must disclose the tenancy and address the treatment of the security deposit, advance rental, and the transition of landlord obligations from vendor to purchaser.
Parties in Malaysia should prepare a Sale and Purchase Agreement — Strata Property (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Sale and Purchase Agreement — Strata Property (Malaysia)
A complete Malaysia strata SPA must contain the following essential elements under the Strata Titles Act 1985, Strata Management Act 2013, and HDA 1966.
Parties: Full legal names, NRIC or passport numbers of purchaser(s), and the developer's HDA 1966 developer licence number for primary market transactions. For subsale transactions, the vendor's name as registered on the strata title.
Parcel description: The parcel number (e.g., Parcel A-12-3), accessory parcel numbers (car park bays, storage rooms), floor level, building name, development name, lot number of the master title, state, and the strata title reference (Hakmilik Strata) once issued. The built-up area in square feet and the share units (unit syer) allocated to the parcel under the strata scheme must be stated.
Common property and facilities: A schedule or description of common property included in the strata scheme — lifts, lobbies, swimming pool, gymnasium, car parks, and guard house — the rights of the parcel owner to use common property, and the obligation to pay maintenance charges to the MC or JMB.
Maintenance charges: The current or projected monthly service charge and sinking fund assessed by the MC or JMB under Section 59 of the Strata Management Act 2013. The vendor's obligation to settle all outstanding maintenance charges before completion, confirmed by a clearance letter from the MC or JMB.
Vacant possession and strata title: For new developments, the 36-month VP delivery period and LAD at 10% per annum under Schedule G. For subsale with existing strata title, the confirmation that the strata title is free from charges and caveats, and the timeline for execution and registration of the Memorandum of Transfer.
House rules and by-laws: Acknowledgement by the purchaser that the parcel is subject to the by-laws of the MC registered under the Strata Management (Maintenance and Management) Regulations 2015, and any house rules adopted by the JMB or MC, including restrictions on renovation, pets, and subletting.
Defect liability period: The 24-month defect liability period from the date of VP, the developer's obligation to rectify structural, waterproofing, and M&E defects under Clause 27 of Schedule G, and the escrow of retention sum pending rectification of defects.
Additional compliance elements for a Sale and Purchase Agreement — Strata Property (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 — Strata Property (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/real-estate/purchase-sale/sale-purchase-agreement-strata-malaysia
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author = {{Forms Legal}},
title = {Sale and Purchase Agreement — Strata Property (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/real-estate/purchase-sale/sale-purchase-agreement-strata-malaysia}},
note = {Free legal document template. Based on Strata Management Act 2013 (Act 757)}
}Frequently Asked Questions
A strata title in Malaysia (Hakmilik Strata) is a separate document of title issued to the owner of a parcel (unit) in a stratified building or development under the Strata Titles Act 1985 (Act 318). A strata title grants the parcel owner exclusive ownership of the parcel and a proportional share in the common property of the development, measured in unit syer (share units). An individual title (Geran Individu or Geran Mukim) under the National Land Code 1965, by contrast, is issued for a single parcel of land — typically a landed property — and grants ownership of the land and everything built on it. The Department of Survey and Mapping Malaysia (JUPEM) issues strata titles after the building is completed and a strata plan approved by the Director of Survey. Until a strata title is issued, transactions in strata units are conducted via Deed of Assignment rather than Memorandum of Transfer.
Maintenance charges for strata property in Malaysia consist of two components: the service charge (caj perkhidmatan) and the sinking fund (kumpulan wang penjelas). Under Section 59 of the Strata Management Act 2013 (Act 757), the service charge covers the day-to-day operating costs of the building — including security, cleaning, utilities for common areas, and lift maintenance — while the sinking fund is a reserve fund for major capital expenditure such as lift replacement, roof waterproofing, and external painting. The Management Corporation (MC) or Joint Management Body (JMB) determines the maintenance charge rates at the Annual General Meeting (AGM) and assesses individual parcel owners based on their share units. Unpaid maintenance charges are a debt due from the parcel owner to the MC or JMB, recoverable through the Strata Management Tribunal under Part IX of the SMA 2013 for claims up to RM 250,000.
If a housing developer fails to deliver vacant possession of a strata property by the contractual VP date under a Schedule G SPA, the purchaser is entitled to liquidated ascertained damages (LAD) at 10% per annum on the purchase price for each day of delay, under Clause 22 of Schedule G of the Housing Development (Control and Licensing) Regulations 1989. LAD is an automatic contractual entitlement and does not require the purchaser to prove actual loss. 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 apply to the Controller of Housing for a waiver of LAD obligations without judicial review. LAD is typically deducted from the balance purchase price payable to the developer, or the purchaser may sue to recover LAD as a debt in the Tribunal for Homebuyer Claims for claims up to RM 50,000, or the High Court of Malaya for larger claims.
Yes, a strata property in Malaysia can be sold before the individual strata title is issued. Where a strata title has not yet been issued by JUPEM, the property transaction is effected by a Deed of Assignment rather than a Memorandum of Transfer (Form 14A). The vendor assigns all rights, title, and interest under the master or individual title (and the SPA with the developer in the case of a sub-sale of an uncompleted unit) to the purchaser by way of the Deed of Assignment, typically accompanied by a Power of Attorney authorising the purchaser to deal with the property. Once the strata title is eventually issued by the Director of Survey, the Deed of Assignment must be perfected into a formal transfer registered at the land registry under the National Land Code 1965. This process is known as perfection of transfer, and the cost of perfection is borne by the purchaser under standard conveyancing practice.
The Strata Management Tribunal (Tribunal Pengurusan Strata) is a quasi-judicial body established under Part IX of the Strata Management Act 2013 (Act 757) to resolve disputes between parcel owners, Management Corporations (MCs), Joint Management Bodies (JMBs), and property managers in stratified developments. The Tribunal has jurisdiction to hear disputes involving claims up to RM 250,000, including disputes over unpaid maintenance charges, defective common property, breach of by-laws, mismanagement of common property funds, and disputes between parcel owners and the MC about access or works affecting common property. The Tribunal operates at major land registry offices including Kuala Lumpur, Shah Alam, Georgetown, Johor Bahru, and other state capitals. Proceedings before the Tribunal do not require legal representation. Awards of the Tribunal are enforceable as judgments of the Sessions Court under Section 108 of the SMA 2013.
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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