Off-plan due diligence checklist: before reservation and SPA

What to request · what to look for in each document · stop signals · updated July 2026

You cannot touch an off-plan property: instead of an apartment you have a stack of paper and a set of promises. So off-plan due diligence is a review of documents and people, not of walls. Below is a working list of what to request before you reserve and before you sign an SPA — and, more importantly, what to look for in each document once it arrives. Order matters: some checks lose their point entirely if you run them after a non-refundable payment.

Two gates, not one

Gate one, before reservation. This is where you close the questions that decide whether the deal is worth starting at all: who the seller is, on what basis they may dispose of the property, where the money goes, and on what terms the reservation is refundable. Gate two, before signing the SPA. This is where the contract itself is reviewed with all its annexes and everything promised verbally is cross-checked.

Most buyers get this wrong by starting the review after reservation, when the money is in and the negotiating position is gone. A reservation feels like a small step, yet it is most often the actual point of no return.

Document request list

Send it to the developer, or through your agent, as a single letter. "We'll show you after reservation" against any line is also an answer, and it belongs in the table.

Run two independent checks: the company and the project licence

Do not rely only on copies supplied by the seller. Search the Ministry of Commerce registry using the exact legal name or registration number, then check the signatory's recorded role and use the document verification code where one appears on the extract. The registry name should match the seller in the SPA. Where the project brand, project company and payee differ, require a written map explaining the legal relationship between them.

Next, compare the development with the RPR operator list: legal entity, project name, licence identifier, address, phase and stated unit count. Under Prakas No. 047, a residential or co-owned-building development with more than 30 properties requires an RPR licence, while a development of 3 to 30 properties requires a permit from the relevant capital or provincial department of economy and finance. A small project missing from the RPR list is therefore not automatically unlicensed, but the competent-authority permit still needs to be produced and checked.

For an off-plan sale, ask for confirmation that the licence or permit covers the phase being sold and permits construction and progressive sales to run at the same time. Sub-Decree No. 50 describes that model as Type 2. Record any mismatch in company, address, phase or project name before payment and refer it to counsel; RPR's notice of 12 June 2026 on unlicensed residential and co-owned-building development shows that this remains an active enforcement issue.

Document	What it evidences	What to look at
Seller's registration and corporate documents	Who the contracting party is	The exact legal name, and whether it matches the contract, the invoice and the bank details
Evidence of the signatory's authority	That this person may sign for the seller	Who signs, on what basis, and whether the authority is current at the signing date
Land documents and basis of control over the site	On what basis the developer builds here	Whether the address and plot match the project; whether the developer owns the land or holds it contractually
Permitting and design documentation	That the works are lawful and within the stated parameters	Whether height, use and volume match what is being sold; issue dates and validity
Draft reservation agreement	The terms of the first payment	Refundability, reservation period, what happens if either side withdraws
Draft SPA with every annex	The full terms of the deal	Completeness: unit plan, finishing specification, payment schedule, area
Finishing and equipment specification	What you will actually be handed	Named materials and brands, or the "or equivalent" wording — and who decides what is equivalent
Plan of the specific unit with number and floor	Identification of the property	Number, floor and area match across every document without exception
Payment schedule	When and how much you pay	Whether payments track construction milestones or the calendar; consequences of default on both sides
Payee's bank details	Where the money goes	Whether the payee matches the seller under the contract; the channel the details arrived through
Construction progress report and dated photographs	The actual stage	Date of capture, compared against the stated programme
List of the developer's completed projects	Track record	What was delivered and when, whether dates slipped, what owners say
Documents behind any promised yield or buy-back	An obligation, not a promise	Who is the obligor, out of what funds it is paid, what secures it

Keep the status column honest: requested, received, refused, partially received. For each row it helps to add a date and a source — who sent it and when. The wider pack for the transaction as a whole is in the buyer document pack.

Test the financial capacity of the SPA party

A group track record shows experience; it does not prove that the company signing your SPA has the resources to finish this phase. Request the latest audited financial statements of that entity, or a written explanation if they are withheld, together with the project budget, funding already committed, sources of the remaining finance, bank debt and documented shareholder support. The answers need to relate to the legal entity and phase that owe the obligations to you.

Sub-Decree No. 50 provides for a licensed or permitted developer to submit an audited annual report to RPR within three months after each financial year. For a Type 2 licence application, Prakas No. 047 also provides for minimum capital equal to 20% of construction cost and business security of at least 2% of the construction cost or relevant phase. A buyer should not try to prove compliance from a sales deck: ask independent Cambodian counsel what evidence formed part of the licence file, whether it remains current for this phase and whether material changes followed the licence grant.

Refusal to disclose financial information is not proof of insolvency, and an audit is not a completion guarantee. The useful output is a list of confirmed and unconfirmed funding sources, followed by a decision on whether your payment schedule is proportionate to that risk.

The contracting party and the payee

The first thing to check, and the thing that most often fails to line up. In practice several names can appear in one deal: the project brand, the development company, a separate project company, a payment-receiving company, an agency. Your job is to list them all and work out which of them signs the contract and which receives the money.

Stop signal: you are asked to pay a company that is not a party to your contract, and the explanation is verbal. Second stop signal: the bank details change mid-deal and the new ones arrive by messenger. The rule is simple — details are confirmed in writing and repeated in a signed document, and any change is verified by calling back on a previously known contact.

A developer account is not the same as escrow

Sub-Decree No. 50 provides for a developer account to receive deposits under an SPA, while Prakas No. 047 requires a real estate development account with a commercial bank in Cambodia. Before the first payment, request a letter stating the bank, account holder, currency, project or phase reference, and how the account relates to the licensed entity. The same details should match the SPA, invoice and payment instruction.

The existence of that account does not make it escrow. Escrow requires a separate agreement, an independent controlling party and written release or refund conditions. Without those elements, do not describe the account as protected and do not assume that the funds are segregated from other expenditure or that completion is guaranteed.

Where an agent, brand company or another entity takes the reservation money, require a signed direction from the seller stating why that party may receive it, when it will be credited under your SPA and what evidence you will receive. A verbal assurance that the money will later be moved to the project does not close the payment-chain gap.

Land, permits and stage

Be careful with conclusions here. We do not set out a list of required permits or their names: which documents a given development needs, and how they are issued, is to be verified for your project by an independent lawyer. What you can do yourself is request the documents, record precisely what you were given, and hand the pack to a lawyer with a direct question: do these papers evidence the developer's right to build and sell this property, and what is missing from the pack?

For secured land, verify the release route — not just the charge

Ask independent counsel to obtain current cadastral information for the project land and the right under which the development is being built. The Council for the Development of Cambodia notes that the cadastral administration can report the parcel's status, owner and relevant encumbrances. Under Article 845 of the Civil Code, a hypothec can be asserted against third parties when its creation instrument is notarised and registered in the land registry; the registration rules place that security in the immovable-encumbrance record.

If the land or the developer's right is charged, the review does not end with 'the bank is financing construction'. Request a written release mechanism for the unit or the relevant part of the development: who consents, what triggers release, whether a stated amount must be paid, how long the document takes and what proves deregistration. The SPA should align this route with the payment schedule, handover and the promised title process.

A registered security is not by itself evidence that a project is unsound. The practical risk is an undisclosed creditor, an unclear scope of security or no documented release path before the buyer's final payment.

On construction stage, what works is triangulating independent observations: dated site photographs, the developer's progress report, your own visit or a trusted person's, and a comparison with what was claimed a year ago. A gap between the claimed and the actual stage is not in itself fatal — what matters more is whether the developer will explain it in writing.

The unit and the specification

Checking the identity of the property sounds dull, but this is exactly where the most galling disputes start. Unit number, floor, area and layout must match across the brochure, the price list, the reservation agreement, the SPA and the plan annex. Record any discrepancy in writing before signing.

Area deserves separate attention. Check which area is quoted and what it includes: internal space only, or a share of common areas, balconies, walls. Then find the clause on permitted variance between delivered and contracted area and on its consequences — price adjustment, right to withdraw, or no consequence at all. If there is no such clause, the variance stays your problem.

On the specification the key issue is the phrase "or equivalent". It is normal, but it should come with a statement of who determines equivalence and within what limits. Otherwise the seller decides what counts as equivalent.

Dates, delay and termination

Look in the contract for four distinct dates and do not conflate them: the target completion date, the handover date, the grace period after which delay counts as a breach, and the long-stop date at which you gain a right to exit. Frequently the text contains the first and none of the others — and that is itself the main finding.

Compare your SPA with the regulatory version and approved changes

Sub-Decree No. 50 requires a licensed or permitted developer to perform the obligations in the SPA or lease template submitted to RPR. The expected terms include the parties, project and location, property size, construction start and completion dates, the obligation to transfer ownership, default liability and the materials list. Ask the seller to identify the date and version of the filed template and to list any differences from the agreement offered to you.

A discount, bespoke payment plan, specification change or compensation promise belongs in the signed SPA or an executed annex, not only in a commercial email. Where the seller calls your document the standard form, ask for confirmation of the complete annex set and the priority rule if documents conflict.

Prakas No. 047 provides for prior regulatory approval where there is a change to the company name or address, shareholders, project name, board, licence representative, development type or land size. If the marketing materials, SPA and licence record show different information, request the approval evidence before signing.

Then the questions: what consequences follow from delay and in whose favour; what counts as force majeure and how broadly it is drafted; in what circumstances you may terminate and what you get back; what happens to what you have already paid if the developer terminates. Clause-level treatment is in the contract clause library, and reservation terms in the reservation agreement checklist.

Title and the route to registration

The central question on an off-plan property: what form of right you will end up with, what has to happen for it to arise, and over what period. The answer must be supported by documents for the property, not by a verbal assurance or a brochure. Separately, establish whether foreign ownership is available for this particular unit in this particular building and what evidences that.

We deliberately do not describe the registration procedure, timings or duties here: they depend on the specific transaction and are verified by an independent lawyer. What the buyer needs to hold on to is that getting the keys and having the right registered are two different events, and time can pass between them.

Assignment and exit

If there is any chance you will want to sell before completion, check this before reserving, not afterwards. In the contract look for: whether assignment is permitted at all, whether the developer's consent is required and whether it may be withheld without reasons, whether there is a fee and how much, and from which payment stage assignment becomes possible. The absence of a clause is not permission — it is uncertainty.

Guaranteed yield and buy-back

If the project is sold with a promised return or a buy-back, it needs its own review: who exactly is the obligor, out of which funds it is paid, what happens if occupancy is low, what secures the obligation, and what you could realistically do if payments stop. A promise in a presentation is worth nothing — only what is written into a signed document counts. And even a written obligation does not remove the risk: past performance and forecasts do not guarantee future results.

Stop signals

The draft contract cannot be seen before a non-refundable payment.
The payee does not match the contracting party, and the explanation is verbal only.
Unit number, floor or area differ between documents.
The contract has a completion date but no grace period, no long-stop date and no consequences for delay.
The specification has been replaced by renders and a show unit.
The answer on foreign ownership is "of course, everyone buys like this", with no document.
Urgency is manufactured: price "until Friday", the unit is "the last one".
The reviewer is proposed and paid for by the seller.

One signal is a reason to put a question in writing. Two or more is a reason to stop any irreversible payment until you have answers.

What to do if you find a problem

Stop the irreversible step: do not pay and do not sign until it is resolved.
Assemble the documents that show the contradiction, with dates.
Ask for a written explanation — by letter, not in a messenger.
Pass the question to the right specialist: legal to the lawyer, technical to the engineer, tax to the adviser.
Record the decision: accept the risk, renegotiate, or walk away.
Update the payment schedule for the delay the review has caused.

Who owns which area and what stays uncovered is set out in the companion piece: what due diligence covers and who checks what. Findings are easiest to track in the purchase risk register.

Our role

NovAsia helps you request the documents, obtains written answers from the developer, records dates and versions, and compares what was said verbally against the contract text. Availability and terms for the specific property are confirmed separately. We do not give legal opinions and we do not replace independent legal review — the conclusion on title, on the seller's authority and on whether the contract is acceptable comes from your lawyer.

About to reserve an off-plan unit? Send us the project name and the unit — we will help build the request list and get the documents in writing before you pay. Availability and terms are confirmed for the specific property.

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Frequently asked questions

If time is short, what should I request first?

Four things. First, exactly who the contracting party is and whether that party matches the recipient of the money. Second, the draft reservation agreement with the refund terms written into the text. Third, the draft SPA with every annex. Fourth, the document showing on what basis the developer controls the land and the building. If even one of the four is unavailable before payment, that is itself the main finding of your due diligence.

Is it normal for documents to be shown only after reservation?

It is a common sales practice, but for you it is a stop signal, not a norm. If the draft contract cannot be seen before a non-refundable payment, you are paying for the right to read terms you have already accepted. The minimum acceptable compromise is a reservation with an explicit written full-refund condition if the SPA proves unacceptable, and a stated period in which you may withdraw.

How do I check that construction is on schedule?

No document can confirm it, so you compare several independent observations: dated site photographs, the developer's progress reports, your own or a trusted person's visit, and a comparison with the stage claimed a year ago. Where the claimed and the actual stage diverge, what matters is less the gap itself than the explanation and whether the developer will give it in writing.

Does your review replace a lawyer?

No. We collect documents, obtain written answers from the developer, record dates and versions, and compare verbal promises against the contract text. Availability and terms are confirmed for the specific property. But the legal opinion on title, on the seller's authority and on whether the contract is acceptable comes from an independent lawyer you engage, and we neither can nor try to replace that.

If the project appears in the RPR register, is due diligence complete?

No. A register entry evidences the stated relationship between a company, project and licence on the date checked; it does not establish clean land rights, absence of encumbrances, sufficient funding, a balanced SPA, entitlement to the selected unit or the foreign buyer's eventual title route. Save the date and a copy of the result, then continue with the land, payment, contract and phase-specific checks.

Sources

Off-plan transaction support practice in Phnom Penh · NovAsia corpus on project and contract verification · checked July 2026. Stated plainly, what is not confirmed here: any mandatory list of construction permits in Cambodia and their names, the procedure and timing of their issue, requirements as to the content of a reservation agreement or an SPA, the procedure, timing and duties for registration of title, the conditions under which a particular unit may be held by a foreign person, and the names and powers of the competent authorities are not cited and not confirmed in this material — all of it is to be verified against the documents of your transaction by an independent lawyer. The document list above is a practical request list, not a statutory set. Past performance and forecasts do not guarantee future results; the terms of guaranteed income and buy-back are defined by the contract with the developer. NovAsia 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.