Sale and Purchase Agreements for Thai Property: What Belongs in the SPA
The SPA (Sale and Purchase Agreement) is the document that decides what happens to the money and the property if something goes wrong. Here's what needs to be spelled out explicitly rather than left as a verbal understanding.
Six clauses worth double-checking before signing:
| Contract clause | What needs to be spelled out |
|---|---|
| Parties and subject | Exact address and unit number, title reference, signer's authority |
| Price and payment schedule | Fixed amount and currency, dates or milestones |
| Due diligence and quota | Condition precedent; confirmation of quota from the condo's juristic person |
| Taxes and fees | Explicit split between parties, not left to default |
| Liability if the deal falls through | A penalty clause covering both sides |
| Contract language | Which language version governs in case of discrepancy |
Parties and the subject of the contract
A basic but easy-to-overlook requirement is precisely describing the parties and the property itself. On the seller's side, that means confirming the person signing is actually the owner (or their representative under a power of attorney with clearly defined authority), not an intermediary with no right to dispose of the property. For the subject of the contract, it means the exact address, unit or plot number, floor area, and a reference to the title document number (a Chanote or another title), rather than a general description like "a unit in project N."
Price, currency, and payment schedule
The price needs to be fixed in the contract as a specific amount in a specific currency, not phrased as "at the exchange rate on the day of payment." If payment happens in several installments — typical for an off-plan purchase — the schedule should be tied to specific dates or construction milestones, with a clear amount for each payment.
One detail that often gets missed: the amount stated in the contract has to match the amount reflected in the FET or Credit Advice the bank issues when the money is transferred into Thailand. A mismatch between the contract amount and the bank document amount is a common reason for delays at Land Department registration.
The due diligence and foreign quota clause
If due diligence hasn't been completed by the time the SPA is signed (sometimes both sides want to lock in terms faster than the check can be finished), the contract should include a condition precedent: the deal takes effect, or the deposit is refunded, if the check turns up a problem with the title, a mortgage, or the seller's authority. For a condominium, a separate clause should record confirmation of the remaining foreign quota from the condominium's juristic person — without it, a foreign buyer's freehold registration simply won't go through, regardless of what the contract says.
Splitting taxes and fees
The transfer registration fee, specific business tax, stamp duty, and withholding tax can formally be paid by either party or split between them — the law doesn't fix this rigidly. In practice, the split is a matter of negotiation, and leaving it as a verbal understanding is risky — the contract should state explicitly which party covers each specific tax or fee, rather than relying on common practice, which may not match one side's expectations.
Liability if the deal falls through
The contract should answer one question: what happens if either party backs out after the SPA is signed but before registration. This is usually structured as a penalty clause — for example, the deposit stays with the seller if the buyer walks away, or is refunded doubled if the seller backs out. The exact wording is a matter of negotiation, but the clause itself needs to be explicit in the contract, not assumed by default.
Contract language and translation
A foreign buyer should confirm in advance which language version of the contract is legally controlling in case of a discrepancy between the Thai version and the English (or other) version. Contracts often specify which language version governs if the translation diverges — this clause is worth checking before signing rather than assuming both versions are identical by default.
Before signing an SPA, it's worth having it reviewed by a lawyer independent of the developer and the seller — the same recommendation applies throughout the due diligence stage. The most common reason registration gets delayed isn't a flaw in the contract itself — it's a mismatch between the amount in the SPA and the amount on the bank's transfer document. That's why it's worth coordinating the amount and stated purpose with EXFM while the transfer is still being prepared, so the document the bank issues matches the signed contract exactly.
Further reading: title verification and registration of rights — on the official website of Thailand's Department of Lands — dol.go.th; the fees that apply to a transaction — on the thailand.go.th portal.
