Commercial Real Estate Purchase Agreement for Malaysia

Commercial Real Estate Purchase Agreement Template for Malaysia

A comprehensive legal document governed by Malaysian law that facilitates the sale and purchase of commercial real estate properties. This agreement outlines the terms and conditions of the transaction, including property details, purchase price, payment terms, conditions precedent, and completion requirements. It incorporates provisions compliant with the National Land Code 1965 and other relevant Malaysian legislation, addressing specific requirements for commercial property transfers, foreign ownership considerations, and local authority regulations. The agreement serves as a binding contract between the vendor and purchaser, ensuring clear documentation of rights, obligations, and procedures for the property transfer.

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What is a Commercial Real Estate Purchase Agreement?

The Commercial Real Estate Purchase Agreement is a crucial legal instrument used in Malaysian property transactions when transferring ownership of commercial real estate between parties. It is essential for any business or individual looking to purchase or sell commercial property in Malaysia, whether it's office space, retail units, industrial facilities, or other commercial real estate assets. The agreement must comply with Malaysian legal requirements, including the National Land Code 1965, Contracts Act 1950, and relevant state legislation. It typically includes comprehensive details about the property, price negotiations, payment terms, conditions precedent, due diligence requirements, and completion procedures. This document is particularly important as it provides legal protection for both parties and ensures compliance with local property laws, foreign investment regulations, and stamp duty requirements.

What sections should be included in a Commercial Real Estate Purchase Agreement?

1. Parties: Identification of the Vendor and Purchaser, including registration details for companies or NRIC for individuals

2. Background: Context of the transaction and brief description of the property

3. Definitions: Definitions of key terms used throughout the agreement

4. Property Details: Comprehensive description of the property including lot number, title details, and land area

5. Purchase Price: Agreed purchase price and payment structure

6. Payment Terms: Detailed payment schedule, deposit requirements, and balance payment arrangements

7. Conditions Precedent: Conditions that must be fulfilled before completion of the sale

8. Vendor's Obligations: Obligations and warranties provided by the vendor

9. Purchaser's Obligations: Obligations and undertakings of the purchaser

10. Completion: Completion procedures, timing, and requirements

11. Title and Transfer: Provisions regarding transfer of title and registration procedures

12. Default and Termination: Consequences of default and termination rights

13. Notices: Process for serving notices between parties

14. Governing Law: Confirmation of Malaysian law as governing law and jurisdiction

15. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

What sections are optional to include in a Commercial Real Estate Purchase Agreement?

1. Foreign Investment Approval: Required when purchaser is a foreign entity, detailing compliance with Malaysian foreign ownership restrictions

2. Strata Title Provisions: Required for stratified properties, including provisions about management corporation and service charges

3. Tenancy Provisions: Required when property is sold with existing tenants, addressing handover of tenancy deposits and agreements

4. Development Orders: Required when property is subject to specific development orders or planning permissions

5. Environmental Provisions: Required when property has environmental considerations or compliance requirements

6. GST Provisions: Required when transaction is subject to Goods and Services Tax

7. Renovation Works: Required when agreement includes terms about ongoing or planned renovation works

8. Property Management: Required for properties in managed commercial complexes

What schedules should be included in a Commercial Real Estate Purchase Agreement?

1. Property Schedule: Detailed property description, including boundaries, fixtures, and fittings

2. Title Particulars: Copy of land title and detailed title particulars

3. Payment Schedule: Detailed breakdown of payment terms and timing

4. Vendor's Deliverables: List of documents and items to be delivered by vendor

5. Conditions Precedent Checklist: Detailed list of conditions to be fulfilled before completion

6. Existing Tenancies: Details of existing tenancy agreements and deposits

7. Property Plans: Approved building plans and location plans

8. Due Diligence Results: Summary of property due diligence findings

9. Form 14A: Prescribed transfer form under National Land Code

10. Completion Checklist: List of requirements for completion of the sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use

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