How to Read a Cambodian Sale-and-Purchase Agreement Before You Sign

Most of the attention in a Cambodian property purchase goes to the asset — the unit, the view, the yield on the brochure. Almost none goes to the document that actually governs what you get and when: the sale-and-purchase agreement. That is backwards. The SPA decides what happens when the project runs late, when the quota is full, when the developer wants the next instalment, and when something goes wrong. This guide walks the clauses that matter, in the order a Cambodian SPA usually presents them.

One framing note before the clauses: this is general education, not advice on a specific contract. A Cambodian SPA should always be reviewed by your own lawyer — paid by you, accountable to you, not introduced by the seller. Our due-diligence checklist covers why that single hire matters more than any clause below.

The payment schedule — date-based or milestone-based?

The first thing to establish is what triggers your payments. Cambodian practice splits by product: condominium purchases typically run on fixed-date schedules — instalments fall due on calendar dates regardless of progress — while landed property more often pays against construction milestones [S-095]. The difference is not cosmetic. Under a fixed-date schedule you can be contractually obliged to keep paying a developer whose site has gone quiet; under a milestone schedule, your money follows verifiable progress.

If you are offered a fixed-date schedule on an off-plan unit, ask why, and ask what independent evidence of progress you will receive before each payment. The background risk is not hypothetical: Cambodia’s stalled-project record — most visibly Sihanoukville’s hundreds of unfinished towers — was built one instalment at a time [S-034]. Our off-plan vs resale analysis covers how to weigh that risk before you ever reach a contract.

Deposits and the cooling-off window

Cambodian deals usually open with a booking fee, and these are mostly refundable within a defined cooling-off window. The pivot point is the SPA itself: deposits paid after signing are often non-refundable [S-095]. Read the refund clause twice. Establish, in writing:

• exactly when the cooling-off window closes;
• which payments are refundable, which are forfeit, and on what conditions;
• whether “non-refundable” survives even developer default — some drafts are written that way, and your lawyer should strike it.

Penalty clauses — check the symmetry

A fair SPA penalises both sides. The drafts we see most often do not: buyer delay triggers immediate penalties or forfeiture, while developer delay triggers a grace period, a token daily rate, or nothing enforceable. Watch specifically for disproportionate penalty clauses and for ambiguity about whether obligations key off dates or milestones [S-095] — a developer who misses a milestone under a date-triggered penalty regime has, contractually, missed nothing.

The escrow question

Ask one question early: where does my money sit between payment and title transfer? The honest baseline is that escrow is not standard practice in Cambodia — payments typically flow directly to the seller or developer [S-095]. That means the default deal structure offers your deposit no protection beyond the developer’s own solvency and goodwill.

Escrow is available — some agencies and law firms arrange it — and asking your lawyer to structure one is cheap insurance relative to the sums involved. If the seller refuses escrow outright, that is information. As our red-flags checklist puts it: “the developer is reliable” is not a protection; a defined, contractual answer is.

What the contract should make the seller prove

A well-drafted SPA does not just schedule your payments — it obliges the seller to evidence the things your due diligence depends on:

• Title. The title type and number should be stated, and nothing in the contract should obstruct your independent verification — authenticity is checkable through the government’s verify.gov.kh service, and the cadastral record discloses registered burdens [S-018] [S-017].
• The foreign quota. For a strata unit, the building’s foreign-ownership position against the 70% surface-area ceiling should be confirmed in writing — a building already at quota is not foreign-ownable, whatever the sales gallery says [S-013].
• The licence. For off-plan, the developer’s housing-development licence — licensed projects have had land titles, capital, and sales plans reviewed, and the developer has lodged a 2% capital deposit with the National Bank or a commercial bank [S-019] [S-020].

Taxes, fees, and who pays them

The SPA should allocate the transaction costs explicitly. The headline item is the 4% transfer tax on registered transfers [S-088]; while it lasts, qualifying purchases from licensed developers carry stamp-duty relief — full exemption up to $70,000, and up to $210,000 for first-time residential buyers — through 31 December 2026 [S-021] [S-089]. Confirm whether the quoted price is VAT-inclusive on new units (the standard rate is 10%) [S-088], and which side carries registration fees. Our full taxes and costs guide runs the complete arithmetic.

Handover and what “finished” means

For off-plan, the SPA defines handover — and vague definitions favour the developer. Look for: a dated completion obligation (and what happens if it slips), a defined standard of finish against the specification rather than the show unit, a snagging/defect process with timelines, and the trigger for title transfer. Payment of the final instalment and registration of your title should be linked, not left as separate, unsequenced events.

The one-line version

Read the SPA as the place where every promise either becomes enforceable or quietly disappears. If a representation matters — quota, completion date, specification, refund terms — it goes in the contract. If the seller resists writing it down, believe the resistance, not the reassurance.

Sources

• [S-095] IPS Cambodia — Behind the fine print: the SPA in Cambodia — fixed-date vs milestone schedules, cooling-off and non-refundable deposits, penalty-clause asymmetry, escrow available but not standard.
• [S-013] Law on Providing Foreigners with Ownership Rights in Private Units of Co-Owned Buildings (2010) + Sub-Decree 82 — 70% surface-area quota, no ground-floor ownership.
• [S-017] Construction & Property News — MLMUPC online cadastral service — QR/online title lookup including registered burdens.
• [S-018] MLMUPC verify.gov.kh title-authenticity service.
• [S-019] / [S-020] MEF housing-development licensing regime; 2% project-capital deposit with the NBC or a commercial bank.
• [S-021] DFDL — stamp-duty relief and CGT timeline — licensed-developer relief ($70k/$210k) through 31 December 2026.
• [S-034] RFA / archive — Sihanoukville stalled-tower count and unfinished-project legacy.
• [S-088] PwC Worldwide Tax Summaries — Cambodia — 4% transfer tax; 10% VAT.
• [S-089] IPS Cambodia — property tax guide — stamp-duty exemption thresholds.