What due diligence covers and who checks what

Responsibility matrix · limits of each role · uncovered gaps · updated July 2026

"Checking the property" is not one action but six or seven separate reviews, done by different people with different qualifications and different liability. A lawyer does not measure the floor area, an engineer does not read the contract, a bank does not assess the developer, an agent does not issue a legal opinion. The most common buyer error is to assume that because someone is "handling the deal", everything is covered. In reality only what someone has taken on in writing is covered — not a line more.

Why due diligence splits into areas

A property transaction has several independent planes, and a failure in any one of them costs money regardless of the others. Title can be flawless while the building is badly built. The building can be excellent while the seller is not the party entitled to dispose of it. The contract can be tidy while the money goes to a third company's account. Each plane needs its own specialist, and none of them is answerable for the neighbouring one.

Hence the practical point this page exists for: before you make the first non-refundable payment you should have a written answer to two questions. First, which areas are actually being reviewed on this deal. Second, who specifically owns each one and to whom they report. If the answer to the second is "well, we have support", due diligence has not started.

The matrix: who checks what

The table below is a working tool. Go down the rows and write a name or a firm against each one. An empty cell is not a detail — it is an unclosed area.

Area	Who reviews it	Inputs	Deliverable	What they do NOT do
Legal review of the property and the seller	Independent lawyer engaged by you	Property documents, seller's corporate documents, signatory authority	Written opinion with qualifications and a list of what could not be confirmed	Does not assess build quality, does not model yield, is not answerable for completion dates
Contract review (reservation, SPA, annexes)	The same lawyer or a separate contract specialist	The full draft with every annex and the specification	Mark-up, list of unacceptable clauses, signable version	Cannot guarantee the developer will perform; a contract reduces risk, it does not remove it
Technical inspection	Engineer or inspector	Site access, layouts, finishing specification	Inspection report and defect list with photographs	Does not read the contract, does not check title, does not confirm the legality of the works
Floor area and measurement	Engineer or surveyor	Layouts, specification, access to the unit	Measured area compared against the contract area	Does not decide what a discrepancy entitles you to — that is a contract question, i.e. for the lawyer
Tax and ownership structure	Tax adviser	Your tax status, holding and exit plan, deal figures	Tax exposure at purchase, during ownership and on sale	Does not verify title and does not negotiate the contract
Payments, banking, source of funds	Your bank and the receiving bank	Contract, invoices, bank details, source-of-funds evidence	A confirmed payment route and executed payments	A bank does not assess the developer's reliability and does not inspect the property
Commercial project verification	Agent, analyst or you	Price lists, project history, public data, site observation	Project summary, construction stage, comparable pricing	Does not replace a legal opinion and is not a guarantee of timing
Translation	Professional translator	Original documents	A translation stating which text is the original and which version prevails	A translation has no legal force of its own and is not an interpretation
Coordination and document collection	Agent, NovAsia included	Your request list	Documents obtained, seller's written answers, dates recorded	Does not give a legal opinion and does not replace independent review
Final decision and open questions	The buyer	All of the reports above	The decision: pay, renegotiate or walk	Nobody can take this decision for you

Legal review: what to actually ask

This is the one area where saving money is most often the most expensive choice. A lawyer answers questions common sense cannot close: who exactly is the contracting party and whether that party matches the recipient of the money; on what basis the seller may dispose of the property; what form of right you will end up with and what evidences that this is available for this unit; whether there are encumbrances; what registration route is contemplated and what has to happen for it to complete.

Note the wording on foreign ownership. The general question "can a foreigner buy in Cambodia" will not help you — you need an answer about the specific unit in the specific building, supported by documents for that property. We deliberately cite no statutory provisions or requirements here: whether they apply to your transaction is for your lawyer to establish from the actual documents, not from an article on the internet.

A good opinion always contains a section on what could not be confirmed. A report without qualifications is either incomplete work or a document written for somebody other than you.

A document received is not a fact verified

Receiving a file from the seller is not the same as verifying the fact stated in it. Keep an evidence record for every critical document: the exact property or company identifier, the issuing body and date, the version supplied, whether it is an original, certified copy or scan, who matched it against a registry or confirmed it with the issuer, and the date of that check.

For corporate information, the Royal Government of Cambodia's Online Business Registration system is a starting point; for cadastral, mortgage and construction information, use the relevant services of the Ministry of Land Management, Urban Planning and Construction. An online entry does not replace a lawyer's opinion. The report should show which identifier was searched, what matched and what remained unavailable for independent confirmation.

Contract review is a separate job

Reviewing the property and reviewing the contract are two different tasks, and they are routinely conflated. The first answers "what am I buying", the second "on what terms, and what happens if things go wrong". The contract must be complete: reading it without the annexes, the finishing specification, the unit plan and the payment schedule is pointless, because the most expensive surprises live in the annexes.

Clause-by-clause treatment — delay, termination, design changes, assignment, dispute resolution — sits in a separate piece: the contract clause library. Reservation terms are in the reservation agreement checklist.

Technical inspection and measurement

The engineer sees what documents cannot show: workmanship, building services, the state of common areas, whether the finishing actually delivered matches the signed specification. For an off-plan project at an early stage a full inspection is impossible, and that too is a finding: it means the technical review shifts to handover, and until then the contract specification does the job instead.

The engineer's instruction should define not only the property but the access envelope: which units, common areas, roof, façade, plant rooms and equipment must be seen; whether intrusive or instrumented tests are permitted; and who will provide access. The report should state the inspection date, areas actually visited, photographs taken, areas not inspected and the consequence of each limitation. RICS's Technical due diligence of commercial property, effective from 1 April 2020, expressly calls for access limitations and the parts or units inspected to be identified.

Measuring the area is worth doing whenever the property physically exists. Understand the boundary of responsibility: the engineer records that a discrepancy exists, but what you can demand as a result is set by the contract. If the contract has no clause on tolerated variance and its consequences, the measurement gives you a number but no leverage.

Completed-building operations need a separate review

For a completed unit or resale, review the operating building as well as the apartment. Request the management agreement, current house rules, the unit's service charge statement and evidence of arrears or no arrears, reserve-fund information and announced special contributions, available insurance documents and certificates, maintenance records and major-work notices affecting lifts, fire systems, generators, water supply, façade and roof, plus information on material disputes affecting the building.

The building manager supplies records but does not independently verify them. The lawyer determines which obligations are enforceable under the actual documents and whether arrears or other claims may affect the buyer; the engineer assesses physical condition and deferred maintenance; the tax adviser addresses tax treatment. Missing core records should remain a building-level qualification, not disappear behind a clean inspection of the unit.

Money: bank, account details, source of funds

The payment route is the area buyers check last, even though a mistake here is irreversible. The minimum to close before transferring: the payee matches the party named in the contract; the bank details arrived through an official channel and are repeated in a signed document, not only in a messenger; every payment is tied to an invoice and to the specific unit; a change of bank details mid-transaction is always a stop signal and always a reason to call back on a previously known contact.

Bank requirements for source-of-funds evidence and cross-border transfers differ and change over time. Confirm them with your own bank and the receiving bank early — at this stage a two-week delay breaks the contractual payment schedule.

Commercial project verification

This is what an agent does and what you can do yourself: the developer's history and completed buildings, today's construction stage, comparable pricing in the district, actual sales momentum, the state of the site. It answers "does this look like a functioning project" but does not substitute for a legal conclusion. How we collect and date project data is described separately: how we check projects.

There is a longer piece on developers in the blog: how to vet a developer in Cambodia.

Conflict of interest: a short test

A reviewer is useful exactly to the extent that they are independent of whoever's work they are reviewing. Ask four questions and write down the answers.

Who pays this specialist — you or the seller?
Who is the engagement letter with, and to whom is the report addressed?
Is any part of their fee contingent on the deal completing?
Have they worked with this developer before, and in what capacity?

No single answer disqualifies anyone — but the combination "the seller pays, the report is addressed to the seller, the fee depends on completion" means you have no independent review. That applies to us as well: an agent is by definition interested in the deal closing, so an agent cannot be your only reviewer.

Verify the reviewer, not just the report

Independence is not a substitute for competence. Before engagement, request the full name of the practitioner and report signatory, a current licence or professional certificate where the activity is regulated, experience with the relevant property type and professional indemnity insurance where applicable. State whether other contractors may be used and who accepts responsibility for their conclusions.

Prakas No. 064 on Real Estate Service Businesses, issued by the NBFSA on 27 December 2022, separates agency, valuation and property-management services. Bun & Associates' March 2023 review and DFDL's 19 April 2023 update state that company licences and individual professional certificates are valid for one year and renewable within the 30 days before expiry; professional indemnity insurance is required for companies applying for management or valuation licences. Check the category, validity and named holder. An agent's or valuer's credential does not turn their work into a legal opinion.

What we do and what we do not do

Plainly, because this is the point of the page. NovAsia coordinates the transaction: we collect documents, get written answers from the developer, record dates and versions, compare what was said verbally against what the contract says, and hand the whole pack to your lawyer. Availability of a unit, pricing and terms are confirmed for the specific property.

What we do not do: we do not give legal opinions, we do not confirm the legal status of a property, we do not act as tax advisers, and we do not replace independent legal review. If anyone in this market tells you that working with them means you do not need a lawyer, that is not a saving — it is a transfer of risk onto you.

Three gaps that stay uncovered

Even with every specialist engaged, part of the risk does not disappear. Better to know that up front than to find it later.

The future. Completion dates, market behaviour, future rent and resale price are not evidenced by any document. They can be assessed; they cannot be verified.
Anything outside the written scope. If the engagement letter to the lawyer does not mention tax, tax has not been reviewed, regardless of what you assumed. Read the terms of reference, not just the report.
The seams between specialists. The classic loss: the lawyer assumes the engineer looks at area and specification, the engineer assumes it is a contract matter, and it falls through both. Which is why a single list of open questions is kept by the buyer, not by the contractors.

There is a ready-made form for that list: the purchase risk register.

How to commission a review: what to put in the scope letter

Due diligence starts with a written instruction, not a phone call. The minimum to state: precise identification of the property — project, building, unit number, floor, documented area; the list of areas in scope and an explicit list of what is out of scope; the documents you supply and those the specialist will request themselves; the form of the deliverable — a written opinion with a qualifications section; the deadline; the fee; the language of the report; who the report is addressed to and who may rely on it.

Set a due-diligence cut-off date and re-check triggers

The written report should identify the date as of which documents, registries and physical condition were reviewed. It does not update itself after that date. A new signatory, changed bank account, revised annex, changed permit status, new registry entry or physical damage is a trigger for a targeted update.

Before the next irreversible payment and again before completion, agree a focused re-check of the seller and signatory, title and available encumbrance records, payment instructions, material permits and property condition. This is a transaction-control measure, not a universal statutory period under Cambodian law. RICS reporting practice records inspection dates, while Reuters Legal's 22 February 2024 article recommends a right to re-inspect and update the title examination shortly before closing in a commercial transaction.

Separately, require the reviewer to state what could not be confirmed and why. That is the most valuable section of any report: it draws the line between "verified" and "taken on trust".

Convert findings into payment conditions

Every item on the consolidated issues list should end with a status: cleared by named evidence; further document or test required; seller action required before payment; contractual protection needed; retention or escrow required where legally and contractually workable; residual risk accepted; or transaction stopped. Add an owner, closing evidence, deadline and consequence for each open item.

A seller action that must occur before the next payment should move from email into the contract or a signed amendment as a condition to payment. Define the document or result that counts as completion and who decides whether it is sufficient. Where a fact cannot be verified, the decision should be explicit: accept the risk, renegotiate price or terms, or walk away.

The collected pack is easiest to track against a single list — see the buyer document pack.

Not sure every area is closed on your deal? Send us the documents you already have and who looked at what — we will help map what is still unverified and prepare the pack for your lawyer. Availability and terms for the specific property are confirmed separately.

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Frequently asked questions

Is it enough that an agent is handling the deal?

No. An agent coordinates the transaction, collects documents, puts questions to the seller and records the answers in writing — useful work, but not a legal opinion. An agent does not conclude that the right will be registered in your name and does not assess the contract the way a lawyer does. If nobody but the agent has checked anything, the deal has no independent legal view, and that is a risk in itself, not a formality.

Who should confirm that a foreigner can take title to this particular unit?

An independent lawyer — not the seller and not the agent. The question is not whether foreigners can buy in Cambodia in general, but whether this specific unit in this specific building can be held by a foreign person and which document supports that. The answer must rest on the documents for the property, not on verbal assurances or a brochure.

Can I use the lawyer the developer recommends?

You can, but then you must be clear about who that lawyer reports to and who pays them. A reviewer engaged and paid by the seller sits in a conflict of interest: they are not obliged to defend your interests against those of the client who hired them. The minimum workable arrangement is your own engagement letter, your fee and a written report addressed to you.

What stays uncovered even when every specialist is engaged?

Three areas. First, the future: construction timing, market behaviour and rental yield cannot be evidenced by any document. Second, anything outside the written scope: if the engagement letter said nothing about tax, tax was not reviewed. Third, the seams between specialists: the lawyer assumes the engineer checked the area, the engineer assumes it was a contract point, and the question falls through. That is why the buyer keeps the list of open questions, not the contractors.

Sources

Transaction support practice in Phnom Penh · NovAsia corpus on purchase and project verification · checked July 2026. Stated plainly, what is not confirmed here: specific provisions of Cambodian law on whether an individual unit may be held by a foreign person, any mandatory list of documents for review, the procedure and timing of registration of title, the level of state duties and taxes, the names and powers of the competent authorities, and banks' source-of-funds requirements are not cited and not confirmed in this review — all of the above is to be verified against the documents of the specific transaction by an independent lawyer and tax adviser. The division of roles described above is market practice, not a duty imposed by law. NovAsia coordinates the transaction and does not replace independent legal review; availability and terms are confirmed for the specific property. This content is for general information only and is not legal, tax or investment advice.