Subsale Home Sale and Purchase Agreement (SPA) in Malaysia: Terms, Costs & Process

A subsale Sale and Purchase Agreement (SPA) is the written contract between the seller and the buyer of a previously owned (second-hand) home in Malaysia. It binds both of them to the terms of the sale, and sets the price, the payment schedule, the completion period and each party's obligations. For a subsale home, the SPA is prepared by a lawyer, not a developer. In Peninsular Malaysia, the legal fees are calculated on the scale in the Solicitors' Remuneration Order 2023 (SRO 2023): 1.25% on the first RM500,000 of the price.

Quick summary

• A subsale SPA is a written contract that binds the seller and buyer of a second-hand home to the terms of the sale.

• It differs from a developer SPA. A subsale SPA is negotiated between the parties, not issued in a fixed statutory form under housing development law.

• The key terms are the price, the deposit, the completion period, the loan condition clause and who bears which costs.

• Legal fees for the SPA and transfer follow the SRO 2023 scale (1.25% on the first RM500,000), plus 8% Service Tax (SST).

How is a subsale SPA different from a developer SPA?

An SPA for a new home bought from a developer must follow the statutory form under the Housing Development (Control and Licensing) Act 1966 (Schedule G for landed homes, Schedule H for strata homes). Its terms are fixed and cannot be changed.

A subsale SPA is an open contract negotiated between the seller and the buyer. Your lawyer prepares and reviews the terms to protect your interests. That is why appointing a lawyer early matters so much in a subsale transaction.

Key terms a subsale SPA should cover

• Purchase price and deposit. The deposit is usually 10% of the price, including the 2 to 3% earnest deposit or booking fee already paid.

• Completion period. Usually 3 months, which can be extended by 1 month with late-payment interest.

• Title status. Whether the property has an individual title, a strata title, or is still under the master title.

• Restrictions in interest and transfer consent. For example Malay reserve land, low-cost housing, or conditions requiring State Authority consent.

• Redemption of the seller's loan. If the property is still charged to the seller's bank, how the loan will be settled and the charge discharged.

• Vacant possession. When and how the keys are handed over.

• Default and damages. What happens if either party fails to complete.

How much are the legal fees for a subsale SPA?

Legal fees for the SPA and the transfer are calculated on the statutory scale in SRO 2023. Here are estimates by property price:

The SRO 2023 scale is 1.25% on the first RM500,000 (minimum RM500), then 1% on the balance up to RM7.5 million. The same scale is applied separately to the loan agreement, based on the loan amount. SST at 8% is charged on the legal fees.

Apart from legal fees, budget for stamp duty on the transfer (Form 14A, the Memorandum of Transfer), land search fees and registration fees. Stamp duty on the transfer is tiered from 1% to 4% of the price or market value, whichever is higher. For the fee side in more detail, see our guide to legal fees for buying and selling a house in Malaysia, and check whether you qualify under stamp duty exemption for property transactions.

The subsale SPA process from start to finish

1. The seller and buyer agree on the price, and the buyer pays the earnest deposit.

2. The buyer's lawyer carries out official land and bankruptcy searches, and confirms the owner and any encumbrances.

3. The SPA is prepared and signed, and the balance of the 10% deposit is paid.

4. The buyer obtains loan approval, and the loan agreement and charge documents are prepared.

5. Any transfer consent, and the consent of the seller's bank where needed, is obtained.

6. Stamp duty is paid, and Form 14A and the charge are registered at the land office. From 1 January 2027, LHDN's self-assessment system applies to transfers of real property that do not involve a JPPH valuation.

7. The balance of the price is released to the seller and vacant possession is handed over.

If the property is still under a master title, an additional perfection of transfer process may be needed before the transfer can be completed.

"In a subsale SPA, the two terms that most often save or break a deal are the completion period and the loan condition clause. Unlike a developer SPA, which has a fixed format, a subsale SPA is negotiated, so the precision of its terms under the Contracts Act 1950 is what protects both parties," says Akmal Saufi Mohamed Khaled, lawyer and principal of ASCOLAW (Messrs Akmal Saufi & Co).

How ASCOLAW can help

If you are buying or selling a subsale home, ASCOLAW can prepare or review the SPA, carry out the title and bankruptcy searches, explain the legal fees and stamp duty for your price, and handle the transfer through to completion. Fill in the ASCOLAW enquiry form below with the property details and our team will contact you with a quotation and next steps.

Frequently asked questions

Can I prepare a subsale SPA myself without a lawyer?

Technically yes, but it is very risky. A subsale SPA is an open contract, and a mistake in the terms can cost you your deposit or bind you to unfavourable conditions. The land office and banks also usually deal only with lawyers for registering the transfer and the charge.

Who prepares the SPA: the seller's lawyer or the buyer's lawyer?

In usual Malaysian practice, the buyer's lawyer prepares the SPA, because the buyer pays the legal fees for the SPA and transfer. The seller can appoint their own lawyer, especially where there is a bank loan to be redeemed.

How long does a subsale SPA take to complete?

The standard completion period is 3 months from the date of the SPA, with a 1-month extension (subject to late-payment interest). If the property is under a master title or has a restriction on transfer, the real timeline can be longer.

Does LPPSA financing cover the SPA legal fees?

No. LPPSA financing relates to the financing documentation. The legal fees for preparing the SPA and the transfer are paid by the buyer.

This article is general information only and is not legal advice. Every property transaction is different. Get specific advice from a licensed lawyer before taking any action. The SRO 2023 scale described applies in Peninsular Malaysia; Sabah and Sarawak have their own rules on legal fees.

Related guides

• Legal Fees for Buying and Selling a House in Malaysia (2026 Guide)

• Guide to Appointing a Property Lawyer and the Cost of Fees for House and Land Purchase Transactions

• Land Title Transfer Procedure in Malaysia

• Loan Rejected After Signing the SPA: What Happens to the Deal & Deposit

• Stamp Duty Exemption for Property Transaction in Malaysia