1

THE PRACTICE AREA CHECKLIST SERIES II

CONVEYANCING CHECKLIST
Sub-Sale of Property Without Title – Purchaser

INTRODUCTION
Purpose of Checklist. This Checklist may be used where you are representing the Purchaser in a sub-sale of property
without title.

CONTENTS
1. Initial Contact and Preliminaries
2. Preparation of the Sale and Purchase Agreement
3. Execution of the Sale and Purchase Agreement
4. Deed of Assignment
5. Conditions Precedent, If Any
6. Request for Confirmation from Developer Under Section 22D(4) Housing Development (Control and Licensing) Act 1966)
7. Purchase Price
8. Settlement of Purchase Price
8.1 Preliminaries
8.2 Where Property is not assigned to a financial institution and Purchaser not obtaining a loan
8.3 Where Property is assigned to a financial institution and Purchaser is not obtaining a loan
8.4 Where Property is assigned/not assigned to a financial institution and Purchaser is obtaining a loan
8.5 Late Payment Interest
9. Taking Possession
10. Apportionment of Outgoings
11. Notice of Assignment (Section 22D(2) Housing Development (Control and Licensing) Act 1966
12. Termination

GUIDE TO CHECKLIST
This Checklist is intended to be a guide and you should consult the relevant provisions of all relevant legislation, guidelines
and case law.
1. If there are subsequent amendments to the law or procedures, ensure the changes are taken into account.
2. It is critical that every step of the transaction is diligently monitored for deadlines/time frames for the performance of
obligations.
3. It is suggested that upon execution of the Sale and Purchase Agreement, a review of this checklist be undertaken to flag
key dates and deadlines to be observed and assign, so far, as is possible at that stage, KIV dates as are appropriate to
the relevant deadlines in each circumstance.
4. It is also advisable to review this checklist at each KIV date for any deadlines, which have not been flagged, and to update
the same accordingly.

DISCLAIMER
This Checklist is only intended to provide a general overview of the matters that should be considered in managing your
transaction. The information provided in this Checklist is not intended to be legal advice. Many factors may affect the
applicability of any steps or procedures set out here and consequently you should apply your own discretion or seek
appropriate advice (where applicable) before relying on those procedures.

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1. INITIAL CONTACT AND PRELIMINARIES

1.1 Ensure there is no conflict of interest or potential conflict of interest.

[Note: The firm must not act or purport to act for both the Vendor
and the Purchaser in the same transaction.]

1.2 Initial instructions:

1.2.1 To ascertain if a letter of offer has been executed by the
parties.
If yes, to obtain a copy and to ascertain deadline for
execution of the Sale and Purchase Agreement, if any.
[Note deadline for execution of Sale and Purchase
Agreement.]

1.2.2 To obtain instructions as regards the transaction including

names of parties, property details, payment terms,
particulars of any tenancies in respect of the property and if
so, whether property sold with vacant possession or subject
to existing tenancy, name and contact particulars of
Vendor’s solicitors, if any and any other salient/principle
terms.

1.2.3 To obtain, if available, a copy of the following documents:

(a) For individuals, identity card (or passport, if foreigner) of
Vendor and Purchaser.
(b) For companies, certified true copy of the Memorandum
and articles of association, latest Forms 49, 44 and all
Forms 24, and the Board of Directors’ and members’ (if
applicable) resolutions authorising the entry into the sale
and purchase and execution of the Sale and Purchase
Agreement and, associated documents.
(c) All preceding sale and purchase agreements, deeds of
assignment and deed of mutual covenants.
(d) Copy of current quit rent receipt, assessment receipt and
current statement in respect of service/maintenance and
other charges for the property.

[Note: If not available immediately, to ensure that these are

all obtained upon signing of the Sale and Purchase
Agreement (See Section 3 below ).]

1.2.4 If the property is assigned to a financial institution, to

ascertain from the Vendor that the redemption sum does not
exceed purchase price. Request and obtain, if possible, from
the Vendor a copy of the latest loan statement.

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1.3 Advise client of your charges.

[Note the provisions of the Solicitors’ Remuneration Order 2005 in
respect of the mandatory scale of rates for the conduct of sale and
purchase transactions and related matters thereto.]

1.4 Conduct search on the master title on which the property is situate.

(a) Date search requested:

(b) Date search results received:

1.5 Review results of land search:

(a) Take note of any encumbrances on the property including
charges or caveats, restrictions in interest and express conditions.
(b) Highlight results to client if the search discloses anything different
or more than what your client may have been informed by the
Vendor or believes to be the case.

2. PREPARATION OF THE SALE AND PURCHASE AGREEMENT

2.1 Where the Vendor has appointed a solicitor, contact the Vendor’s
solicitor to agree as to who will prepare the Sale and Purchase
Agreement. In the absence of any agreement to the contrary, it is the
Vendor’s solicitors who should prepare the draft Sale and Purchase
Agreement.

2.2 Conduct bankruptcy/winding up/NRIC/company searches on Vendor

and Purchaser:
You may list the names and identity card/company no. of
the Vendors and Purchasers here:
(a) Vendor(s) :
(i) Name:
NRIC No/Company No:
Type of search and date requested:
Search result obtained:
Type of search and date requested:
Search result obtained:

(ii) Name:
NRIC No/Company No:
Type of search and date requested:
Search result obtained:
Type of search and date requested:
Search result obtained:

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(b) Purchaser(s) :
(i) Name:
NRIC No/Company No:
Type of search and date requested:
Search result obtained:
Type of search and date requested:
Search result obtained:

(ii) Name:
NRIC No/Company No:
Type of search and date requested:
Search result obtained:
Type of search and date requested:
Search result obtained:

2.3 Draft Sale and Purchase Agreement/review draft Sale and Purchase
Agreement prepared by the Vendor’s solicitors and forward to client
for comments/instructions.

2.4 Finalise draft Sale and Purchase Agreement with client and the
Vendor/Vendor’s solicitors. This may comprise several rounds of
negotiations and/or several exchanges of the draft Sale and Purchase
Agreement between the parties. At all times, be mindful of the
deadline to execute the Sale and Purchase Agreement ( See
Section 1.2.1 above ). It may be necessary to seek an extension of
the deadline for executing the Sale and Purchase Agreement if it is
apparent that the deadline may not be achievable.

3. EXECUTION OF THE SALE AND PURCHASE AGREEMENT

3.1 Execution of Sale and Purchase Agreement, Deed of Assignment and

stamping proforma by the Purchaser and issuance to the
Vendor/Vendor’s solicitors, as the case may be, of the payment of the
deposit, if any, towards the purchase price by the Purchaser.

3.2 Execution of Sale and Purchase Agreement, Deed of Assignment and

stamping proforma by the Vendor and receipt of the deposit, if any,
towards the purchase price by the Vendor/Vendor’s solicitors, as the
case may be.

3.3 Receive duly executed Sale and Purchase Agreement, Deed of

Assignment and stamping proforma from the Vendor/Vendor’s
solicitors.

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3.4 Stamp the Sale and Purchase Agreement.

3.5 Forward stamped original Sale and Purchase Agreement and a

stamped copy of the Sale and Purchase Agreement to client.

3.6 Forward stamped copy(ies) of the Sale and Purchase Agreement to

the Vendor’s solicitors.

3.7 Where Sale and Purchase Agreement provides for the deposit of the
original preceding sale and purchase agreements, deeds of
assignment or any other documents with Vendor’s solicitors as
stakeholders pending completion, seek written confirmation from
Vendor’s solicitors that the relevant documents have been duly
deposited with them. If the Vendor is not represented and the Sale
and Purchase Agreement provides for the Vendor to deposit the
original preceding sale and purchase agreements, deeds of
assignment or any other documents with the Purchaser’s solicitors as
stakeholder, obtain such documents from the Vendor and retain
accordingly.

3.8 Raise bill for provisional disbursements for the transaction for client’s
immediate settlement. This should include estimated stamp duty
payable on the Deed of Assignment.

3.9 To ensure that the documents listed in Section 1.2.3 have been
obtained.

4. DEED OF ASSIGNMENT

4.1 Submit the Deed of Assignment for adjudication of stamp duty

payable in accordance with the timing prescribed for the same under
the Sale and Purchase Agreement.
[Note: Where the property is subject to an assignment in favour of a
financial institution, the Deed of Assignment cannot be dated and
submitted for adjudication until the Deed of Receipt and Reassignment
as between the Vendor and the said assignee has been perfected.]

4.2 KIV for the issuance of the Notice of Assessment of stamp duty
payable.

4.3 Once the Notice of Assessment is received, note deadline for

payment of the stamp duty assessed as payable (30 days from the
date of the Notice of Assessment). Ensure payment of the
stamp duty assessed as payable within the deadline so as to avoid
penalties for late payment.

4.4 Extract the adjudicated and stamped Deed of Assignment.

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5. CONDITIONS PRECEDENT, IF ANY

5.1 Where the sale and purchase is subject to the fulfillment of any
conditions precedent (e.g. the Purchaser obtaining the Developer’s
confirmation pursuant to Section 22A Housing Development (Control
and Licensing) Act 1966 (in respect of housing accommodation within
the meaning of the said Act), the approval of FIC and/or State
Authority), note the deadline for the fulfillment of conditions
precedent.

(a) Date by which Condition(s) Precedent to be fulfilled:

(b) If applicable, Extended Date by which Condition(s) Precedent to

be fulfilled:

5.2 Note also the conditions precedent to be fulfilled, the party

responsible for the attendance to each of the conditions precedent
and any individual deadlines to be observed in respect of the
fulfillment of the individual conditions precedent and/or the
submission of any relevant application thereto.
You may list the conditions precedent here and mark the
deadlines if any (* strike out as appropriate)

(a) Condition Precedent:

Party responsible for attendance to CP: Vendor/Purchaser *
Date submitted:
Date approval obtained:

(b) Condition Precedent:

Party responsible for attendance to CP: Vendor/Purchaser *
Date submitted:
Date approval obtained:

(c) Condition Precedent:

Party responsible for attendance to CP: Vendor/Purchaser *
Date submitted:
Date approval obtained:

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6. REQUEST FOR CONFIRMATION FROM DEVELOPER UNDER

SECTION 22D(4) HOUSING DEVELOPMENT (CONTROL
AND LICENSING) ACT 1966) (Applicable only to housing
accommodation under the Housing Development (Control and
Licensing) Act 1966)

6.1 Where the property transacted is “housing accommodation” within

the meaning of the Housing Development (Control and Licensing) Act
1966, if not a condition precedent to the Sale And Purchase
Agreement and not attended to pursuant thereto, issue written request
to the Developer for confirmation of information pursuant to Section
22D(4) Housing Development (Control and Licensing) Act 1966.

(a) Date of written request:

(b) Date of receipt of the Developer’s confirmation:

7. PURCHASE PRICE

7.1 Relevant details pertaining to purchase price:

(a) Total purchase price: RM

(b) Deposit: RM

(c) Balance purchase price: RM

(d) Rate of late payment interest: % p.a.

(e) If the Purchaser is completing the purchase with the assistance

of a loan, the Loan Sum: RM

(f) If Purchaser has obtained loan, difference between balance

purchase price and the Loan Sum:

RM

7.2 Deadlines for payment of the balance purchase price:

The Sale and Purchase Agreement should stipulate the Completion

Date/Completion Period and Extended Completion Date/Extended
Completion Period or the manner of determining the same.

The terms of the Sale and Purchase Agreement may also provide that
any delay on the part of the Vendor in providing any documents (e.g.
the assignee’s redemption statement and letter of undertaking) or on
the part of the assignee in providing any documents (e.g. the
undertaking to refund or the Discharge Documents) is to be taken into
account in extending the Completion Date/Completion Period.

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If this is the case, the Completion Date/Completion Period or the

Extended Completion Date/Extended Completion Period may have to
be accordingly revised from time to time based on the extra number
of days taken by the relevant party in respect of any applicable
event/action.

(a) Completion Date/Expiry of Completion Period:

If applicable, Completion Date/Expiry of Completion Period

(1st Revision):

If applicable, Completion Date/Expiry of Completion Period

(2nd Revision):

Further revisions, if any:

(b) Extended Completion Date/Expiry of Extended Completion

Period:

If applicable, Extended Completion Date/Expiry of Extended

Completion Period (1st Revision):

If applicable, Extended Completion Date/Expiry of Extended

Completion Period (2nd Revision):

Further revisions, if any:

(c) In the course of the transaction, you may wish to keep track of
the actual events/actions which have resulted in an extension or
extensions of Completion Date/Completion Period or Extended
Completion Date/Extended Completion Period:

(i) Event:

Number of extra days:

(ii) Event:

Number of extra days:

(iii) Event:

Number of extra days:

7.3 Check the Sale and Purchase Agreement to ascertain whether the
extension of time to pay the balance of the purchase price (i.e.
Extended Completion Date/Period) is automatic or a written request is
required for the same. If a written request is required, note the
time frame to make such written request.

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7.4 To note the party to whom the purchase price/balance purchase price
should be made payable – Vendor or Vendor’s solicitors as
stakeholder or Purchaser’s solicitors as stakeholder. *
(* strike out as appropriate)

8. SETTLEMENT OF PURCHASE PRICE

8.1 Preliminaries:
Note the following:
(a) If the property is assigned to a financial institution, identify
assignee.

Name of assignee:

(b) Ascertain from the client if the client is obtaining a loan to finance
the purchase of the property.
• If property is not assigned and client is not obtaining a loan
to complete purchase, proceed to Section 8.2 below .
• If property is assigned and client not obtaining a loan to
complete the purchase, proceed to Section 8.3 below .
• If property is not assigned and client is obtaining a loan to
complete the purchase, proceed to Section 8.4 below .
• If property is assigned and client is obtaining a loan to
complete the purchase, proceed to Section 8.4 below .

8.2 Property is not assigned and client is not obtaining a loan

Where the property is not assigned and the client is not obtaining a
loan to complete purchase:

8.2.1 KIV for no less than three (3) weeks from the due date for
the payment of the balance of the purchase price to remind
client of the deadline for payment of the balance of the
purchase price.

8.2.2 Once the balance of the purchase price is received from

client, to forward payment to the Vendor/Vendor’s solicitors
in exchange for the original preceding sale and purchase
agreement(s), deeds of assignment and any other
documents (including those held in stake as noted in
Section 3.7 above ) as provided under the terms of the
Sale and Purchase Agreement.

8.2.3 Where the master title upon which the property is situate is
subject to a charge or charges, obtain the chargee’s letter of
disclaimer in respect of the property purchased.

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8.3 Property is assigned and client is not obtaining a loan

Where the property is assigned to a financial institution and the client
is not obtaining a loan to complete the purchase:

8.3.1 Request from the Vendor the assignee’s redemption

statement cum letter of undertaking pursuant to which the
assignee undertakes to:
(a) Deliver the original preceding sale and purchase
agreement(s), deed(s) of assignment, deed of
assignment as between the Vendor and the assignee
and the power of attorney in respect thereof, the duly
executed deed of receipt and reassignment and any
other documents in connection with or required to effect
a release of the assignment in favour of the assignee
(“the Discharge Documents”); and
(b) Refund the redemption sum if the deed of receipt and
reassignment cannot be perfected for any reason.
[Note: The redemption statement cum letter of
undertaking is to be issued in favour of the Purchaser.]

8.3.2 If the Sale and Purchase Agreement prescribes a time frame

for the Vendor to provide the assignee’s redemption
statement, note the deadline for the same and KIV
accordingly.

8.3.3 Redemption Statement received. If, by the terms and

conditions of the Sale and Purchase Agreement, any delay
from the Vendor in this regard is to be taken into account in
extending the Completion Date/Completion Period, please
note below the extra number of days taken by the Vendor to
deliver the redemption statement cum letter of undertaking.
Revise the Completion Date and Extended Completion Date
in Section 7.2 accordingly.

Number of extra days:

Also note whether the redemption statement has a validity

period and KIV accordingly to ensure so far as is possible
that the payment of the redemption sum from the balance of
the purchase price is made within the validity period so as to
avoid any delays arising from having to request the Vendor
to obtain a fresh redemption statement.

8.3.4 KIV for no less than three (3) weeks (and bearing in mind
any deadline identified for payment of the redemption sum
as per the assignee’s redemption statement as noted in
Section 8.3.3 above ) from the due date for the payment
of the balance of the purchase price to remind client of the
deadline for payment of the balance of the purchase price.

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8.3.5 Once the balance of the purchase price is received from the
client, deal with the same as prescribed in the Sale and
Purchase Agreement and obtain the Discharge Documents
and all other documents to be provided by the Vendor
including those held in stake as noted in Section 3.7
above .

8.3.6 Where the master title upon which the property is situate is
subject to a charge or charges, obtain the chargee’s letter of
disclaimer in respect of the property purchased.

8.4 Property is assigned/not assigned and client is obtaining a loan

Where property is not assigned to a financial institution and the client
is obtaining loan to complete the purchase, OR
Where the property is assigned and the client is obtaining a loan to
complete the purchase:

8.4.1 Ascertain from the client whether loan has been applied for
and approved and from whom, i.e. Purchaser’s Financier
(PF).

8.4.2 Upon receipt of the PF’s solicitor’s letter advising as to the

requirements of the PF in respect of the release of the loan,
peruse the same to ascertain whether clarification and/or
variations/amendments are required in respect of any of the
terms. Communicate with PF’s solicitors in respect of such
clarification and/or variations/amendments therein and
attend to the requirements of the PF accordingly.

8.4.3 If the loan sum is insufficient to settle the balance of the

purchase price in full, request from client the difference
between the balance of the purchase price and the loan sum
(“the Differential Sum”) and KIV for payment thereof.
Note that the Differential Sum will have to be deposited with
the Vendor at least two (2) weeks before the Completion
Date/expiry of the Completion Period to enable the PF to
disburse the loan by the Completion Date/within the
Completion Period.

8.4.4 Upon receipt of the Differential Sum, forward the same to

the Vendor’s solicitors and provide written confirmation to
the PF’s solicitors that this has been done.

8.4.5 Follow up with the PF’s solicitors as to the progress of the

disbursement of the loan sum bearing in mind the
Completion Date/expiry of the Completion Period and
Extended Completion Date/expiry of the Extended
Completion Period.

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8.4.6 Ensure that by the Completion Date/expiry of the

Completion Period and Extended Completion Date/expiry of
the Extended Completion Period, the loan sum has been
disbursed to the relevant party identified in the Sale and
Purchase Agreement to receive the balance of the purchase
price such that client has fully discharged his obligations to
settle the purchase price in accordance with the terms of the
Sale and Purchase Agreement.

8.4.7 If, by the terms of the Sale and Purchase Agreement, any
delay from the Vendor in providing any documents (e.g. the
delivery of redemption statement or undertaking to refund) or
the chargee in providing any documents (e.g. the
undertaking to refund or the Discharge of Charge
Documents) is to be taken into account in extending the
Completion Date, take note of the extra number of days
taken by the relevant party and revise the Completion
Date/Completion Period and Extended Completion
Date/Extended Completion Period in Section 7.2 .

8.5 Late Payment Interest

If settlement of the balance of the purchase price was on the Extended
Completion Date/within the Extended Completion Period, calculate
the late payment interest payable and inform client to pay the same
accordingly. Once payment received, forward to Vendor/Vendor’s
solicitors, as the case may be.

9. TAKING POSSESSION

9.1 Ascertain from the Sale and Purchase Agreement the time frame for
the Vendor to deliver possession of the property to the Purchaser.
Note the deadline.

9.2 Ascertain from the Sale and Purchase Agreement whether the Vendor
is to deliver vacant possession or possession of the property subject to
an existing tenancy or “as is where is”.

You may make notes on Vendor’s obligations in relation to

the delivery of possession here:

9.3 Ascertain any mechanics prescribed in the Sale and Purchase

Agreement as regards the delivery of possession.

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9.4 Upon the balance of the purchase price being settled in full, attend to
the delivery of possession in accordance with the relevant terms of the
Sale and Purchase Agreement as ascertained above.
[Note: The Sale and Purchase Agreement may provide that the
Purchaser has to settle outgoings apportioned to him prior to receiving
possession of the Property. If that is the case, ensure the Purchaser
settles the same accordingly prior to delivery of possession.]

9.5 If the Purchaser is to take the property subject to a tenancy, ensure

that all deposits, which may have been paid by the tenant to the
Vendor, are transferred to the Purchaser and the tenancy duly
assigned and/or transferred to the Purchaser.

10. APPORTIONMENT OF OUTGOINGS

10.1 Once Vendor informs of the outgoings apportioned to the Purchaser,

relay the amount payable to client and request settlement of the same
by client.

10.2 Obtain from the Vendor all current receipts relating to electricity,
telephone, water, sewerage and any other outgoings for the property.

11. NOTICE OF ASSIGNMENT (SECTION 22D(2) HOUSING

DEVELOPMENT (CONTROL AND LICENSING) ACT 1966
(Applicable only to housing accommodation under the Housing
Development (Control and Licensing) Act 1966)

11.1 Where the property transacted is “housing accommodation” within

the meaning of the Housing Development (Control and Licensing) Act
1966, at or after completion of the sale and purchase, ascertain that
the Vendor has duly issued the written notice of the Deed of
Assignment as between the Vendor and the Purchaser to the
Developer in accordance with Section 22D(2) of the said Act. The
notice of assignment is to be accompanied by:

(a) A duly stamped copy of the Sale and Purchase Agreement

between the Vendor and Purchaser;

(b) A duly executed Deed of Assignment as between the Vendor and

the Purchaser together with the Purchaser’s letter of undertaking
to deliver the duly stamped Deed of Assignment to the Developer
within 14 days after the same has been stamped; and

(c) Full payment of all sums and outgoings due to the Developer
under the Sale and Purchase Agreement.

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This notice is important as pursuant to Section 22D(1) of the said

Act, the assignment of the Vendor’s proprietary rights and interests
in the property shall be deemed effectual in law to pass and transfer
the said rights and interests to the Purchaser from the date of receipt
of such notice by the Developer.

11.2 Ensure that the Purchaser has duly executed the requisite letter of
undertaking to deliver the duly stamped Deed of Assignment to the
Developer within 14 days after the same has been stamped and that
the same has been duly delivered to the Vendor’s solicitors to
facilitate the Vendor’s notification of the Deed of Assignment to the
Developer in the manner required by the said Section 22D(2).

12 TERMINATION

12.1 The Sale and Purchase Agreement may in some instances not be
completed but instead be terminated. Termination could be
occasioned by non-fulfillment of conditions precedent, breach by one
party for which the other party elects to terminate the Agreement,
non-perfection of the deed of assignment or by mutual consent of the
parties.

12.2 Where the Sale and Purchase Agreement terminates, ascertain the
relevant provision under the Sale and Purchase Agreement pursuant
to which termination has occurred and the procedures to be attended
to as a consequence of such termination and the time frame for
attendance to such procedures. The termination procedures will
commonly involve any one or more of the following:
(a) Refund of monies.
(b) Forfeiture of the deposit (if termination on account of breach by
the Purchaser) or payment of liquidated ascertained damages (if
termination on account of breach by the Vendor).
(c) Return of documents.
(d) Removal of any private caveats.
(e) Re-delivery of possession, if already delivered.

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