Cambodia property due diligence

The risky moment in a Cambodian property purchase is often not signing day. It is the first payment that becomes difficult to recover before the buyer has established what is being sold, who can sell it and what the contract actually delivers. A project brand may sit above several legal entities; the landholder, developer, SPA seller and bank-account holder may not be the same company. Due diligence is therefore an evidence chain, not a hunt for one reassuring certificate.

A useful review connects four things before money moves: the property and title position; the seller/developer and signing authority; the complete SPA; and the payment route. An off-plan purchase also requires project licensing/permit checks and a credible path from the present land/building position to a registrable private-unit title. A resale requires more emphasis on the existing unit title, encumbrances and closing mechanics. An assignment requires a clean chain through the original SPA and payment record. None of this guarantees a trouble-free transaction. It reduces unknowns and makes unresolved issues visible before the buyer accepts them. Deal-specific legal conclusions should come from independent Cambodian counsel.

Start with the document, not the label. “Hard title” and “soft title” are common market shorthand in Cambodia, but the buyer needs to establish what the actual instrument is, where it is registered and what it proves. A hard title usually refers to a right recorded in the cadastral system and evidenced by an official title certificate. A soft-title document may evidence local possession or a local transfer without the same registration status. For a foreign condominium buyer, neither a brochure saying “freehold” nor an unfamiliar local certificate should be treated as equivalent to a registered private-unit title without verification.

For a unit in a co-owned building, the individual certificate for the private unit is commonly called a strata title. That title needs to reconcile with the building and the underlying land record: the legal project, cadastral references, tower, floor, unit identifier, plan and area should tell the same story. In an off-plan deal the unit certificate may not yet exist. The question then becomes more precise: what title exists today, what co-ownership/strata steps remain, who is contractually responsible for completing them, and what remedy applies if the promised registration route fails?

A title review should test the registered owner, asset identifiers, the nature of the registered right, mortgages and other registered encumbrances, and the documents required for transfer. Clear ownership and consistent identifiers are good signs; an unexplained mismatch between the title holder and SPA seller, a unit number that changes across documents, an unsearchable title copy, or a vague promise that “title will come later” are reasons to pause. A clean registry result is not a warranty that no contractual, construction, possession or factual problem exists. It is one component of a wider property due-diligence file.

Foreign-buyer eligibility must be checked at unit level. The 24 May 2010 foreign-ownership law permits qualifying foreigners to own private units in co-owned buildings subject to its conditions. The law's English translation says ownership is permitted “from the first floor up” and expressly excludes ground and underground floors. Sales-floor labels can be inconsistent, so the legal floor designation for the selected unit should be matched to the project's documents rather than inferred from a brochure or lift button.

The 2010 law leaves the percentage to implementing regulation. Sub-Decree No. 82 of 29 July 2010 sets the foreign-ownership ceiling at 70% of the total surface area of all private units in the co-owned building. That is an area test, not a simple “seven out of ten apartments” rule. Obtain dated evidence that capacity remains for this building and unit before a non-refundable commitment and consider re-checking it before registration, particularly on a multi-year off-plan purchase.

If the available foreign quota has been exhausted, do not pay on the assumption that the sales team will solve it later. The practical options are to choose an eligible unit/building, pause until a lawful and verifiable route exists, or have independent counsel assess whether a different legal structure genuinely applies to the property. A nominee arrangement or another device designed to sidestep ownership restrictions is not a due-diligence solution.

Follow the signature backwards to legal authority. The person presenting the project is not necessarily the legal seller, and the legal seller is not necessarily the registered landholder. Those distinctions can be legitimate, but they need an evidenced chain that explains why the SPA party has the right to sell the selected asset.

For a resale by an individual, reconcile identity with the title and verify any representative's authority. For a corporate seller, use the Ministry of Commerce register to confirm the entity and current registered particulars, then have counsel determine who can bind it for this transaction under the relevant corporate documents, resolution or power of attorney. A sales title or business card is not signing authority.

Project-level review should map the land/title holder, licensed developer where applicable, contractual seller and payment recipient. If they are different entities, document the legal relationships rather than treating the brand as the connection. Serious warning signs include a seller that cannot be matched to the project rights, inconsistent registration details, a representative whose power does not cover the sale, or a request to pay an individual or unrelated entity without written confirmation that the payment satisfies the buyer's obligation under the SPA.

Off-plan. The buyer is primarily taking developer and contract performance risk before a final unit title exists. Focus on the current title basis, the project entity, applicable development licence, construction permit/status, the seller's authority, the route to co-ownership/strata titling, foreign-quota eligibility, payment exposure and the SPA's delay/title-failure remedies. Cambodia's development-licensing and construction-permit framework has seen updates in 2025–2026, so the project should be checked against current requirements rather than an old launch pack.

Resale. Construction risk is lower, but closing control matters more. Verify that the seller is the registered owner of the exact unit, identify mortgages and other encumbrances, reconcile service-charge and utility arrears, establish whether a tenant or other occupier has rights, and document the furniture/inventory and condition. Final settlement should be tied to an agreed closing sequence for releasing encumbrances, exchanging originals, delivering possession and filing the transfer — not to an informal promise to handle those steps after the seller has all the money.

Assignment. The asset being transferred may be a bundle of contractual rights under an existing SPA rather than a registered unit title. Review the original SPA and amendments, payment ledger and any default, the assignment clause, developer consent, fee, transfer of discounts/GRR or other programme rights, and the instrument by which the developer recognises the incoming buyer. Also check for prior assignments and make sure the incoming foreign buyer can still satisfy floor/quota and title-registration requirements at the eventual registration stage.

Payment due diligence asks a simple question for every instalment: does the money reach the party that is legally entitled to receive it, on terms that satisfy the SPA? Reconcile the contract seller, invoice issuer, account holder, bank, currency, amount, payment reference, contractual milestone and seller receipt. If an affiliate, agent or different project company is the payee, independent counsel should confirm in writing why payment there discharges the buyer's obligation to the actual seller.

Escrow, retention or staged release can be useful controls, but only after the mechanics are read. Who legally holds the account? Who can instruct a release? What documentary event unlocks funds? Can money be frozen during a dispute, and what happens to the balance if a party becomes insolvent? The word “escrow” on a slide does not answer any of those questions. A direct payment to an individual or an overseas account is not automatically unlawful, but it is a sensible STOP until the legal and commercial reason has been documented.

Cross-border buyers should also pre-clear the route with their sending bank before a due date. Russian/CIS buyers may have additional bank, currency-control or sanctions-screening issues that depend on residence, bank and date; those should be handled through the buyer's bank and independent advisers, not by improvising third-party transfers. Keep the invoice, bank/SWIFT evidence, seller receipt and updated purchase-price statement for every payment.

NovAsia can organise the due-diligence workflow around a selected property: collect the seller/developer pack, reconcile commercial claims with the documents supplied, flag inconsistencies, coordinate questions and bring in independent specialists. That helps the buyer see what is evidenced, what remains only a statement and which gaps could affect price, timing or deal structure. NovAsia does not replace a lawyer, issue a legal opinion, hold the purchase money or guarantee the outcome.

Independent counsel represents the buyer's legal interests. The lawyer reviews title and registry evidence, seller and signatory authority, ownership restrictions, the SPA and proposed amendments, and the legal effect of the payment structure. Where a material fact cannot be established, a good legal review should say so and identify what must be obtained, made a condition precedent or left as an accepted risk.

Once you have selected a unit, you can commission a check of the property, developer/seller and SPA before sending material funds: NovAsia coordinates the evidence and workflow, while independent Cambodian counsel handles the legal conclusion for the specific transaction.