Understanding the Importance of Sales and Purchase Agreement (SPA) in Singapore: Essential Tips for Buyers and Sellers

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Sales and Purchase Agreement (SPA) in Singapore


In the realm of property transactions, a Sales and Purchase Agreement (SPA) plays a critical role, as it serves as a binding contract between both buyer and seller. This legally enforceable agreement sets forth specific terms and provisions regarding the sale and purchase of the property. Components within the SPA incorporate the agreed-upon price, payment methods, designated timeframes, and other conditions related to the transaction. With a thorough understanding of the SPA, buyers and sellers feel safeguarded, knowing their entitled rights and obligations are unequivocally outlined. In Singapore's intricate property landscape, it's vital that individuals consult with industry professionals such as property agents, conveyancing lawyers, and property valuers to ensure SPA comprehension and appropriate use.

Overview of Singapore’s Property Laws and Regulations

Singapore's property laws and regulations are aimed at ensuring a stable and efficient real estate market.

The type of land tenure, whether freehold or leasehold, is indicated in the SPA. Freehold ownership provides perpetual ownership, while leasehold ownership is for a fixed period. Rules and regulations on land tenure, including restrictions on foreign ownership, are provided under the Singapore Land Authority.

Provided within the necessary requirements of the Law Society of Singapore are certain conditions for the sale, guaranteeing fairness and transparency in the transaction itself. A prime example of this is the obligation for the seller to reveal any known defects within the property, and the allowance of a cooling-off period - which may range up to two weeks - to be provided should the buyer need to withdraw from the agreement.

Singapore's plethora of guidelines that pertain to property transfers include financing rules, property tax, and stamp duty. What a person pays for stamp duty hinges upon the type of property they're buying and the purchase price. Property tax is based on how much the property is valued at annually. Loan serviceability assessments and loan-to-value ratios fall under financing regulations.

Under SPA, shares are now subjected to stamp duty due to the exclusion of "and stocks and shares" in Section 22(I)(b) of the SDA. For further information, feel free to check out the provided details here.

Understanding the Complex Process of a Sale and Purchase Agreement in Singapore

Working with Property Agents in Singapore

When engaging in a sale and purchase agreement transaction in Singapore, it is common for most parties to work with property agents.

Property agents have a significant responsibility in ensuring that both buyers and sellers comprehend the contingencies and timeframes of the transaction. In addition to that, it's their accountability for guaranteeing that all terms and conditions of the agreement accurately reflect the specific property concerned.

Learn more about the Law Society of Singapore's Conditions of Sale 2012 for important details before finalizing the transaction.

Determining the Sale Price

Several factors must be considered when setting the price, including market conditions, financing terms, the value of inventory, specific events that may affect the value of the target, and the future potential of the business.

Purchase price adjustments are common in SPAs to protect the purchaser. They make sure that the purchase price reflects the target's value at closing. These adjustments include changes in working capital, net debt, and inventory value. By using these adjustments, the purchaser can pay a fair price for the business.

When entering into a Sales and Purchase Agreement (SPA), it's crucial to specify the currency in which the purchase price will be paid. This helps avoid misunderstandings and disputes between the parties after the transaction is completed. It's important to agree on the currency at the beginning of the negotiation process and accurately reflect it in the SPA.

Time Frames: Completion Date

The completion date specified in the SPA is an essential aspect of the agreement that must be strictly followed by both parties. It is the date on which the transfer of ownership takes place, and the buyer takes possession of the property.

Both buyers and sellers must ensure that all necessary documentation is in order, including mortgage arrangements, conveyancing lawyers, and property valuation reports. If any of them have failed to prepare adequately for completion resulting in delays, this can incur significant financial implications for both parties.

Protecting Intellectual Property Rights 

Protecting intellectual property rights is important in Singapore's Sales and Purchase Agreement (SPA). While the SPA is primarily used for the sale and purchase of physical properties, it can also encompass the transfer of intellectual property (IP) rights associated with the property being sold. Intellectual property rights, such as copyrights, trademarks, patents, and proprietary technologies, can hold significant value and need to be properly addressed in the agreement to protect the interests of both the buyer and the seller.

Non-disclosure agreements prevent the buyer from disclosing confidential information to third parties. A warranty of title assures the buyer of clear ownership and legal authority to transfer intellectual property rights. Indemnification clauses protect both parties from copyright or trademark infringement claims.

All intellectual property associated with the property should be disclosed and dealt with in the SPA. Licenses or permissions required for the use of intellectual property must be transferred to the buyer. Protecting intellectual property rights in the SPA benefits both parties.

Involvement of Conveyancing Lawyers for Singapore Property Transactions

In Singapore, it is nothing new for property buyers and sellers to engage a conveyancing lawyer for their property transactions. The role of a conveyancing lawyer in a property transaction is crucial as they are responsible for ensuring that the sale and purchase agreement (SPA) is legally compliant and favourable to their client.

Read also: Complete Guide to Hiring Property Conveyancing Lawyer In Singapore

Legal Issues to Note When Engaging in SPA Transaction

When engaging in a Sales and Purchase Agreement (SPA) transaction in Singapore, buyers and sellers need to be aware of the legal issues that may arise. Legal issues such as intellectual property rights, property tax division, and breach of contract claims can have significant implications for both parties.

Goods and Services Tax (GST) Implications on Different Property Types

For commercial properties, buyers are required to pay GST on top of the purchase price; it is calculated at 8% of the sale price or market value of the property, whichever is higher. In the case of mixed-development properties, only the commercial portion of the property is subjected to GST.

It's worth noting that there are some exemptions to GST that property buyers can take advantage of. For example, if the property is used for residential purposes, GST doesn't apply. Additionally, the sale of properties belonging to a registered GST person or company is also exempted from GST.

The payment of GST is usually made within two weeks after the due date of the tax invoice. Otherwise, it may result in penalties and interest.

Additional Costs – Stamp Duty, Legal Fees, Miscellaneous Costs

Singapore imposes a duty called stamp duty, which must be paid by anyone buying property. The tax rate differs and depends on how much the property costs. e.g. for commercial property, If the property amounts to $180,000 or less, the stamp duty rate is fixed at 1% of the purchase price. On the other hand, if the property is worth more than $1,500,000, the rate shoots up to 5% of the purchase price.

On or after 15 Feb 2023
Purchase price or market value of the propertyBSD rates for residential propertiesBSD rates for non-residential properties
First $180,0001%1%
Next $180,0002%2%
Next $640,0003%3%
Next $500,0004%4%
Next $1,500,0005%5%
Remaining amount6%

Associated with SPA transactions are additional expenses in the form of legal fees, an amount which is reliant on the complexity of the case, type of property, and several other factors. To steer clear of any future disagreement, it is recommended that you initiate a negotiation on legal fees before entirely committing and guarantee that they are correctly included in the SPA agreement for clarity. In Singapore, the number of legal fees charged by conveyancing lawyers for property transactions can differ depending on various factors.

During a SPA transaction, buyers may encounter additional costs, including fees for property appraisals, inspections, and mortgages. These expenses are often the responsibility of the buyer.

Read also: With The Recent Residential ABSD Increase Announcement: Will It Drive Investors To Industrial And Commercial Properties

Drafting the Sales and Purchase Agreement (SPA)

What Components are Included in a Typical SPA Document?

Several components make up a typical SPA document in Singapore:

Include all property types in the agreement to prevent ambiguity when selling, such as freehold and leasehold properties, single units and skyscrapers, mixed or commercial use properties, as well as those that are still being built.

All Terms Must Reflect the Exact Property in Question

One of the critical parts of writing a Sales and Purchase Agreement (SPA) is ensuring that all terms reflect the exact property in question. It's essential to include critical details, such as the property's address, site or floor area, sale price, and any conditions it is being sold subject to.

To ensure that the SPA is accurate, legal requisitions must be made. This is to obtain satisfactory replies on critical information, such as whether there are any legal issues affecting the property, any outstanding charges, and any unpermitted alterations. Replying to these legal requisitions is crucial in safeguarding the buyer's interest.

Frequently Asked Questions

What are regulatory approvals?

Regulatory approvals are permits or licenses required by government agencies for the property to be legally sold, such as building permits, planning permission, and land titles.

Do I need third-party consent?

Third-party consent may be required, such as the consent of a co-owner or property management company, before the sale can proceed.

Can I obtain financing for the purchase?

Buyers can obtain financing from banks or financial institutions, subject to credit evaluations and meeting eligibility requirements.

What are legal requisitions?

Legal requisitions are questions that the buyer or their conveyancing lawyer may ask the seller about the property, such as title details, unpermitted alterations, and outstanding charges.

What are the conditions precedent?

Conditions precedent are clauses in the contract that must be fulfilled before the sale can be completed, such as obtaining regulatory approvals or financing.

Read also: Complete Guide To Buying Commercial Property In Singapore
Read also: Exploring the 99-to-1 Property Share Split: Legality and Risks [Updated]


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