The Sale and Purchase Agreement (SPA) is the binding contract that defines what you’re buying, on what terms, when, and at what cost. In Thailand, it is the document that survives every other negotiation, agent assurance, and verbal promise. If a term isn’t in the SPA, it doesn’t exist for legal purposes.
This article covers what should be in a foreign-buyer SPA, what’s commonly missing, and what to negotiate before signing. It assumes you’ve done due diligence and are about to commit. For the broader transaction sequence, see How to buy property in Thailand — step-by-step guide for foreigners.
Where the SPA sits in the sequence
The standard sequence:
- Reservation agreement — short document (1–2 pages) reserving the property in exchange for a non-refundable-or-refundable reservation fee
- Due diligence period — typically 1–3 weeks, during which the lawyer pulls title, checks encumbrances, verifies the seller
- SPA signing and deposit — the main binding contract; deposit paid (10–20% for resale, structured for off-plan)
- Funds transfer — buyer remits purchase funds to Thailand with FET
- Land Office transfer day — title registered, balance paid, keys handed over
The SPA is signed before the deposit is paid. Don’t pay a deposit on the basis of “we’ll finalize the SPA later” — that’s a structure where the deposit is paid against a contract you haven’t read.
Mandatory components — what every SPA must have
Parties
Full legal names, passport numbers (for individuals), corporate registration numbers (for juristic persons), addresses, and signing authority. For Thai-spouse or company sellers, the underlying authority documents (marital declaration, board resolution) should be referenced or attached.
Property identifiers
- Title deed number (Chanote / condo unit certificate)
- For condos: project name, building, unit number, floor, registered area in square metres, condominium juristic person registration number
- For land/villas: title type, registered area in rai/ngan/wa, plot location, surveyed coordinates
- For off-plan: floor plan, specifications, building/unit number per developer’s master plan
Price and currency
Total purchase price stated explicitly in Thai baht (THB). Foreign-currency clauses can appear for context but the contract amount must be in THB for Thai legal enforceability and Land Office registration.
Deposit and payment schedule
- Deposit amount and due date (typically simultaneous with signing or within a defined window after signing)
- Payment-schedule milestones for off-plan (foundation, structure, roof, finishes, transfer)
- Final balance due at Land Office transfer day
- Method of payment (bank transfer to specified account; cashier’s cheque at Land Office for the balance)
- Bank account details in the contract
Transfer date
A specific date or a window. For off-plan, the projected completion date plus a defined tolerance window. Always include a penalty clause for delayed transfer (per day or per month) so the seller has a financial cost for delays.
Tax and fee allocation
Specify who pays what:
- Transfer fee (2% — customarily split 50/50, often shifted to buyer in developer SPAs)
- Specific Business Tax (3.3%) or Stamp Duty (0.5%) — customarily seller
- Withholding tax — customarily seller
- Lease registration fee (1% if leasehold) — customarily lessee/buyer
If the SPA is silent on a tax, the customary split applies as default — but disputes happen on transfer day. Be explicit. Detail in Taxes and fees when buying property in Thailand — full 2026 breakdown.
Foreign-buyer-specific clauses
These are the clauses most often missing from generic SPA templates and most important for foreign buyers.
FET clause. The seller’s obligation to permit and cooperate with the buyer’s funds being remitted from abroad in foreign currency, and the receiving Thai bank issuing the Foreign Exchange Transaction form. Without FET, the buyer cannot register condo ownership.
Foreign-quota clause (condos). The seller’s representation that the building has foreign-quota space sufficient to register this unit to the foreign buyer. The refund mechanism if foreign quota is unavailable at registration. The juristic person’s foreign-quota letter requirement before transfer day.
Title-defect indemnity. If the seller’s title is later challenged or fails, the buyer is indemnified for losses including improvements made.
Building debts clear at transfer. The seller’s obligation to deliver a debt-free certificate from the juristic person at transfer day, with all CAM, sinking fund, and special assessments paid current.
Mortgage discharge. If the property has a registered mortgage, the discharge mechanism — typically buyer’s funds at Land Office go partly to the mortgagee bank to discharge the mortgage simultaneously with transfer. The mortgagee bank’s cooperation needs to be confirmed in writing before transfer day.
Existing leases or tenants. If the property has registered leases or tenants, the SPA must disclose and the buyer takes subject to the registered rights. Negotiate accordingly.
Defect warranty (for off-plan)
For off-plan from a developer:
- 1 year for finishes (paint, fixtures, fittings)
- 5 years for structural elements
- Defined punch-list process at handover
- Refund or repair mechanism for material defects
For resale, the property is sold “as is” by default — there is no warranty unless explicitly negotiated.
Force majeure
Define what counts as force majeure (acts of nature, government action, war) and what doesn’t (developer’s financial difficulty, supplier delay, subcontractor disputes). The post-COVID and climate-risk environment makes this clause meaningfully important.
Dispute resolution
- Governing law: Thai law (mandatory for land transactions)
- Venue: Thai courts (mandatory for land disputes); arbitration is possible for contract-interpretation matters but not for title disputes
- Language: specify which language governs (English or Thai)
Signature requirements
For individuals: passport, in person or via notarized power of attorney. For Thai-spouse sellers: spouse declaration if applicable. For company sellers: board resolution authorizing sale, signing officer’s authority, corporate seal if used.
Off-plan vs resale — different SPA structures
The SPA structure differs meaningfully between off-plan and resale.
Off-plan SPA — additional clauses
- Specifications lock: a clear specification of finishes, brand of fixtures, common area amenities, unit layout. Push to remove “subject to revision” language for material items.
- Construction milestone payment schedule: linked to defined construction stages, with verifiable progress.
- Penalty for delayed completion: per day or per month, accumulating from a defined cutoff.
- Refund mechanism: if completion is more than X months late or the project never completes, the buyer’s deposits are refunded with interest. The refund mechanism is only enforceable if backed by escrow or other security — see Escrow for property purchases in Thailand — what the 2008 Act actually does.
- Off-plan resale rights: assignability to another buyer before completion (with or without developer fee).
- Foreign-quota provision (condos): critical because the building won’t be registered as a condominium until completion. The SPA should specify what happens if the building hits 49% foreign-owned before your registration.
Resale SPA — simpler structure
- Single transfer date (4–8 weeks from signing typical)
- Single deposit (10–20% on signing) and balance at transfer
- “As is” condition — no warranty unless negotiated
- More focus on title-defect indemnity since the building is older
Common SPA red flags
Watch for these in any SPA draft handed to you:
1. “Subject to revision” for specifications. Lock material items at signing.
2. Unlimited delay tolerance. Add a penalty per day and a refund threshold (typically 12 months past original completion).
3. Refund mechanism that depends on developer cooperation. A refund clause without escrow backing is enforceable only by suing the developer. For off-plan, push for escrow or other security.
4. Vague tax allocation. “As per Thai law and customary practice” is not specific enough. List each tax and who pays.
5. “We will provide FET assistance” without specifying obligation. The seller’s obligation to facilitate FET should be explicit, not advisory.
6. Thai-only governing language. If you don’t read Thai, English should govern.
7. Mandatory rental management. Some condotel and branded-residence SPAs require participation in the building’s rental program. This restricts your flexibility — verify and price it in.
8. Restrictive transfer/assignment. Some SPAs require developer consent for resale or assignment. This can affect future liquidity.
9. Penalty asymmetry. A clause that imposes a penalty on the buyer for late payment but not on the seller for late delivery is asymmetric. Push for symmetry.
10. Late-stage scope changes. A clause permitting the developer to change the unit “for operational reasons” without your consent. Refuse or narrow the scope.
What to negotiate
The SPA is negotiable, even when the developer or agent says it isn’t. Items routinely negotiated:
- Tax allocation — push back on “buyer pays full 2% transfer fee” if the property has any flexibility
- Specifications detail — list specific brands and grades for kitchen, bathroom, flooring
- Penalty clauses — symmetric, defined per-day amounts
- Refund conditions — the specific triggers and process for getting your deposit back
- Defect warranty — extend or define more clearly than the developer’s standard
- Inclusions — furniture, appliances, parking spaces, storage areas; specify in the contract
- Foreign quota provision — refund-on-failure clause
- FET timing — the specific date by which the buyer must remit funds, with consequences
Don’t accept “this is our standard contract, we don’t change it.” Many developers do change it for buyers who push back. The SPAs that genuinely don’t change are mostly from major branded-residence operators where the contract is built around mandatory rental program participation — in those cases, the trade-off is part of what you’re buying.
When to walk away
The decision to walk away is at three points:
Before reservation: if the property doesn’t fit your criteria, don’t reserve. The reservation fee is at risk.
During due diligence: if the lawyer’s report identifies issues you can’t accept and the seller won’t fix or compensate, the reservation agreement should give you a refund right (if you negotiated it).
Before SPA signing: if SPA terms aren’t acceptable and the seller won’t move, walk. Once signed, the deposit is at risk unless contractual conditions trigger a refund.
After SPA signing, walking away typically means losing the deposit. The cost of walking before signing is the reservation fee; the cost after is the deposit. The asymmetry is by design — the SPA is the commitment point.
What this means for buyers in 2026
Three rules:
- Read the SPA before signing it, not after paying the deposit. Sequence matters.
- Insist on bilingual drafting with English governing. Thai-only SPAs are enforceable but you can’t read them.
- Add the foreign-buyer-specific clauses every time. FET obligation, foreign-quota refund, debt-free certificate, mortgage discharge — these are not standard in seller-supplied templates.
For the broader transaction context: How to buy property in Thailand — step-by-step guide for foreigners and Due diligence checklist for buying property in Thailand. For tax allocation specifics: Taxes and fees when buying property in Thailand — full 2026 breakdown. For escrow protection: Escrow for property purchases in Thailand — what the 2008 Act actually does. For Land Office transfer: Land Office transfer day in Thailand — what actually happens.