At IPS Cambodia, we believe that a well-informed buyer is a protected buyer. Whether you’re investing in a condo, landed property, or off-plan unit, understanding the Sales and Purchase Agreement (SPA) is the first step to a secure transaction. Here’s everything you need to know, including the questions clients most frequently ask our team.

What is a Sales and Purchase Agreement (SPA)?

The SPA is a legally binding contract between the buyer and seller (or developer) that outlines all terms and conditions of the property sale. In Cambodia, it is a required document for all property sales and must be in writing. Signing the SPA formally confirms your commitment to buy the property, making it a critical document that protects both parties.

In Cambodia, the SPA is usually drafted by the developer or the seller’s legal team. At IPS, we have an experienced internal legal team that carefully reviews every document for our clients to ensure fairness and accuracy. While buyers have the option to use their own legal advisor, many prefer the practical and straightforward support provided by IPS to avoid unnecessary complications and ensure a smoother transaction process.

Legal Requirements for SPAs in Cambodia

In Writing & Witnessed: The Cambodian Civil Code mandates that the SPA must be in writing and signed with witness to ensure validity of the agreement.
Multiple Purchasers Allowed: Yes, you can have multiple names on the SPA, making it ideal for family purchases or investment groups.
Bilingual Documents: SPA’s can be written in either Khmer or English language, though if challenged in court, it will be the original Khmer language version, or the English-languages’ Khmer translation that is used by the court.

What’s Included in a Standard SPA?

Full Details of Buyers and Sellers: Full legal names, ID/passport numbers, residential address, contact number, and in some cases, nationality. The SPA also includes bank account details of the seller or developer, specifying where payments must be sent. This ensures clear identification of all parties involved and reduces the risk of payment errors.
Property Description: Exact property details, address, unit number, land area, and title type (Hard, Soft, Strata).
Price & Payment Terms: Total purchase price in USD or KHR, deposit amount, payment schedule, and any penalties for late payment.
Transfer of Ownership: Timeframe for title transfer, who covers transfer taxes, and how ownership will be officially recorded.
Handover Details: Expected completion date for off-plan, handover process, and warranty periods.
Dispute Resolution: Method of resolving conflicts, usually through agency mediation, or through Cambodian courts or arbitration, if required.

Common Questions Buyers Ask (With Straight Answers)

When do I sign the SPA?

Typically after paying the booking fee and when you are ready to formalize your commitment. IPS ensures you understand every clause before signing.

Is the deposit refundable?

It depends on the SPA. Most booking fees are refundable within a cooling-off period, but deposits after SPA signing are often non-refundable. Always check refund clauses.

Can I put multiple names on the SPA?

Yes! Cambodia allows multiple co-owners on one SPA, including friends, family, or investment partners. IPS will guide you on the process.

Can I open a local bank account to manage my payments?

YES. We recommend ABA Bank if you wish to open a bank account. Property sellers and developers typically request payments to a local Cambodian account. IPS ensures all payment details are verified before any transaction.

How can I manage payments if buying as a group?

If you’re purchasing property with multiple people, one of the easiest ways is to open a joint bank account in Cambodia. For example, ABA Bank offers joint accounts for up to five people, allowing everyone to access and manage the funds together. You can also open individual accounts if preferred. IPS can recommend the most practical setup based on your group’s needs, and we also offer a fee-free escrow service to securely manage payments to the seller.

What are transfer taxes and who pays them?

According to the written law, it is the buyer that is supposed to pay the transfer tax, however in practice, this is only true for the transfer of strata-title condo units. In the case of land or houses, it is normally the seller that will pay the transfer fee and transfer taxes. The transfer tax is based on the tax departments assessed value of the property. In some cases, this will be based on the contract value of the property, and in other cases it will be based on a pricing schedule used the by the tax departments that takes into account the property location. IPS can give you more precise details on what transfer taxes will likely be applied to your property purchase.

What happens if I miss a payment?

Late payments usually incur penalties, which are stated in the SPA. IPS reviews these contractual clauses with you upfront to avoid surprises.

What title will I get?

Strata Title: Provided on co-shared condo developments, foreigner can own in their own name.
Hard Title: Property that has been registered in the national register of land management, which can only be held in the name of a Cambodia citizen or entity (including a nominee or trust bank that represents a foreigner).
Soft Title: Property that has not been registered on the national system of title management. There are a few reasons why a property may not qualify for hard title. You should contact IPS for professional advice and risk assessment before considering purchasing a soft-title property.

Do I need to hire a lawyer?

At IPS, we have an experienced internal legal team who reviews every SPA for our clients to ensure fairness and accuracy. While you have the option to engage an external lawyer for additional review, many of our buyers prefer to rely on IPS’s guidance to avoid unnecessary delays, whether it be for either straightforward or complex transactions.

Can I sign the SPA remotely?

Yes, it is possible to sign an SPA remotely. A wet signature is required if a contract is contested in court, so its best to have a lawyer witness any SPA that is signed remotely. IPS can assist with this.

Foreign Companies Buying Property in Cambodia: SPA & Title Explained

Can a company be the buyer on the SPA?

Yes, both local and foreign companies can be listed as buyers on the SPA, though only Cambodian land holding titles can be registered on the title as owning the property

Strata Title (Condominiums):

Foreign companies can be listed on the SPA and the final strata title will also be issued in the company’s name, in Khmer script.
This is valid as long as the building stays within the 70% foreign ownership quota.

Landed Property (Hard Title Land):

Foreign companies cannot legally hold hard title land in Cambodia. Even if named on the SPA, they cannot register land title in their name.
Alternatives for foreign buyers include:

Summary Table:

Ownership Scenario	SPA Buyer Allowed?	Title Holder
Foreign company buying strata unit	✅ Yes	✅ Foreign company
Foreign company buying hard title land	✅ Yes (SPA only)	❌ Title cannot be in foreign company name
Cambodian company (≥51% Khmer owned)	✅ Yes	✅ Cambodian company
Trust structure (via licensed trustee)	✅ Yes	✅ Trustee holds title, company is beneficiary

IPS can guide you through the best route based on your ownership goals, whether that’s maximizing flexibility with a strata title or securing land via secured structures.

IPS Pro Tip

Never sign an SPA without a thorough review. Here’s what we always advise checking:

Penalty Clauses: Understand the financial penalties for late payments or cancellations. These can sometimes be disproportionately high if you don’t clarify them upfront.
Handover Obligations: Know exactly what condition the property will be in at handover, finished units, furnishing, utilities connected, and common area access.
Title Guarantees: Verify the type of title you will receive and ensure it’s clearly stated in the SPA. This directly affects your ownership rights.
Refundability Terms: Be crystal clear on deposit terms, refund options in case of project delays, or contract breaches.
Payment Triggers: Check if payment triggers are tied to fixed dates or completion milestones. For most condominium purchases, payments follow a fixed date schedule, while landed property purchases often follow construction progress. Make sure this is clear in your SPA so you can plan your finances accordingly.
Transfer Costs & Taxes: Clarify who pays the 4% transfer tax, and whether any fees are shared or waived.
Dispute Resolution: Look for clauses explaining how disputes will be handled: court or arbitration and in which jurisdiction.

A rushed SPA is one of the fastest ways to lose money in Cambodia. At IPS, we don’t just glance over documents, we actively protect our clients by walking through every clause, raising red flags, and ensuring the SPA works in your best interest.

And most importantly, ALWAYS conduct due diligence on your property before signing an SPA. IPS provides due diligences to ensure your property is not burdened with legal or financial issues that will later cause you problems.

Making Your Property Purchase Safer

The Sales and Purchase Agreement is the backbone of any property transaction. Done correctly, it protects your rights and defines your ownership. With IPS Cambodia’s experience, you won’t navigate this process alone, our team can guide you from the first payment to the final handover.

Thinking of buying in Cambodia? Contact IPS today and get your SPA reviewed by professionals who know the local market inside-out.

📞 Contact us at inquiry@ips-cambodia.com or visit our Investors Guide for more resources.

Cambodia: Discovering the Nation

• Introduction to Cambodia
» Introduction to Phnom Penh
» Introduction to Siem Reap
» Monarchy & Government
• Tourism & Residency
» Thriving Tourism Industry
» Visas in Cambodia
• Healthcare & Education
» Healthcare in Cambodia
» Education in Cambodia
» International Schools in Cambodia
• Technology
» The Rise of Technology in Cambodia

Development & Infrastructure

• The Infrastructure Revolution in Cambodia
• Improvement of Construction Industry

Economic Landscape

• Special Economic Zones
• Foreign Direct Investment in Cambodia
» Law of Investment 2021
» Strata Title Law (2009) Amendment 2015
» The Trust Law of Cambodia
• Qualified Investment Projects (QIP)
• Cambodia’s Economy & Investment Potential
» The Benefits of a USD Economy

Socioeconomic Trends

• Population & Urbanisation Trends
» Young Population in Cambodia
» Growing Middle Class in Cambodia

Global Partnerships

• Cambodia’s Global Network
• Membership of the ASEAN
• Membership in The United Nations
• Membership in the World Trade Organization

International Relations

• Australia – Cambodia Relations
» Trade Relationship
» Investment in Cambodia
» Investment in Property
• China – Cambodia Relations
» Trade Relationship
» Investment in Cambodia
» Investment in Property

Investing in Cambodia Real Estate

• Why invest in property in Cambodia?
• Why Invest in Condominiums?
» Condo Ownership Journey in Cambodia
• Why Phnom Penh is SEA’s New Real Estate Hotspot
• Cambodian Property Tax Guide
• Can Foreigners Own Land in Cambodia?
• Understanding Cambodian Property Titles
» Strata Title: Background, Benefits, Legal Value
• The IPS Cambodia Advantage
» Why Choose IPS?

Have questions? Talk to us!

[contact-form-7 id=”6″]

SUBSCRIBE TO US

Start receiving occasional e-mail headlines and summaries of our real estate news and property listings. This is a FREE service from IPS. We respect your right to privacy. We will not sell, rent, or give away your address to any outside parties. All requests to Unsubscribe from this service are always honored immediately.

[contact-form-7 id=”460789″]

Landlord's Guide

Behind the Fine Print: Understanding the Sales and Purchase Agreement in Cambodia

Home Safety & Security in Cambodia: Tips and Key Emergency Contact Numbers

What Exactly is an Exclusive Listing?

Basic Conditions for Building in Cambodia

Sell vs lease: Which One Should You do For Your Home?

Understanding Rental Agreements in Cambodia

A Quick Guide to FPCS Registration For Landlords: Have You Registered the Foreigners Staying in your Property?

Revealing the Truth Behind the Common Misconceptions on Property Investment

Maximizing Success: The Importance of an Accurate Listing Price