NovChecking the seller and the signatory
Buyers usually check the property: the floor, the view, the area, the completion date. They almost never check the other side with the same care — and yet that is what decides whether the contract is worth anything. The question here is simple and awkward: who exactly is taking on an obligation towards you, and is the person holding the pen entitled to create it. Below is how to establish that from documents rather than from a business card.
The project brand and the seller entity are not the same thing
A project name is a marketing name. It lives on the banner, in the advertising and in the brochure. The party to the contract is a legal entity, and it may be called something quite different: one brand can involve a management company, a landowning company, a development company and a selling agent — four separate subjects, of which only the one that signed with you owes you anything.
Hence the first practical rule: look not at the logo but at the "Seller" line in the contract. Anything promised by the brand but not written into the contract with that specific entity is nobody's promise in legal terms. This fork is unpacked in more detail in brand name versus project company in Cambodia.
While you are at it, clarify in what capacity the person opposite you is acting. An agent and a seller are not the same: an agent may show the unit, run the correspondence and collect documents, but normally takes on no contractual obligation. An intermediary in the negotiation is perfectly normal — what is not normal is when the documents leave it unclear who your counterparty actually is.
Who is named as a party to the contract
Before you deal with the signature, deal with the party itself. From the text of the contract you should be able to answer four questions:
- What is the full name of the seller, and is it the same across every document in the deal — reservation, contract, annexes, invoices.
- Are there details identifying that entity: registration data, address, representative.
- Is it the same entity that is shown as the holder of rights to the unit or the land, or are they different entities with the relationship explained in the contract.
- In whose name is the account you are paying into.
Discrepancies at this level do not always mean bad faith: a structure of several companies is ordinary practice. But every discrepancy should have a written explanation, not a verbal "it's the same company as us".
Signing authority: director and representative
The next question is narrower: on what basis does the person signing act for the company. There are two typical answers.
| Who signs | What evidences authority | What to reconcile |
|---|---|---|
| Company director | Corporate documents naming them as the person acting for the company | Name and title in the contract match the documents; the documents are current at the signing date |
| Representative under a power of attorney | A power of attorney or a decision of the governing body | Name, company name, validity period, scope — including the right to sign a contract of this type |
Here it is worth being honest about the limits: we do not confirm or paraphrase the specific requirements of Cambodian law on the form of corporate resolutions, on the certification of a power of attorney or on its scope. That is exactly the point the transaction lawyer checks against your documents. Your job as a buyer is not to assess the document legally, but to make sure it exists at all, that you hold a copy, and that it matches the contract on names and dates.
If authority rests on a power of attorney, look separately at the dates: a power that expires before the signing date, or that was issued for a different transaction, confers nothing. Powers of attorney on the buyer's side are covered separately — the reconciliation principle is the same.
Resale: private sellers, co-ownership, heirs
On the resale market, the question of corporate documents is replaced by the question of who the owner is. Three roles must coincide: the person named as rights holder on the ownership document; the person named as seller in the contract; the person who actually signs and receives the money. If they diverge, the deal is not ready.
On top of that, three situations arise, each of which needs legal checking rather than everyday logic:
- Co-ownership. The property may belong to several people or fall within matrimonial property. One signature may then not be enough, and you need either a signatory for all of them or a consent in a form your lawyer will confirm.
- Inheritance. If the previous owner has died, only the person who has completed the transfer of rights can sell. "We are the heirs, we will do the paperwork later" is not a basis for a payment.
- Sale under a power of attorney from the owner. A relative or acquaintance selling "for the owner" must evidence authority with a document, not with the relationship.
We describe neither the range of consents required nor the procedure for an inheritance transfer here: that is Cambodian law and the seller's personal status, and the answer comes from a lawyer working with the actual documents.
Who receives the money
This is the most practical part of the check, because it feeds directly into your evidence. Money should go to the entity named as a party to the contract, using the details set out in the contract itself or in an invoice from that entity.
A payment to an agent's account, to a related company or to an individual creates a gap: you hold proof of payment, but it points at someone other than your counterparty. If for some reason the payment does go to a third party, the basis must be in writing — in the contract or in a written instruction from the seller — and it is worth showing to a lawyer before the transfer, not after. How the payment trail ties back to the unit and the contract matters both to the bank and to any future resale.
An authority verification log
The output of this page is not a feeling that "it all seems fine", but a short table you fill in before signing and keep with the contract.
| What you check | What to request | What to reconcile it with | Status |
|---|---|---|---|
| Seller name | Corporate documents of the contracting entity | The "Seller" line in the contract and in every annex | ok / discrepancy |
| Seller's link to the property | Document of rights to the unit or the land | Name of the rights holder | ok / needs explanation |
| Identity of the signatory | Identity document | Name and spelling in the contract | ok / discrepancy |
| Basis of authority | Corporate resolution or power of attorney | Company, name, validity, scope | ok / with the lawyer |
| Co-owners and consents (resale) | Ownership document, details of co-owners | Who actually signs the contract | ok / with the lawyer |
| Payee | Invoice and payment details | Name of the contracting party | ok / stop |
The table also works as a negotiating device: it turns the awkward question "are you actually entitled to sign?" into an ordinary procedure that a good-faith seller takes calmly.
Red flags
- The seller's name in the contract does not match the name on the invoice or on the payment details.
- The signatory refuses to show the basis of authority, or offers to "send it later, after the payment".
- The power of attorney has expired, was issued for another transaction, or does not name the right to sign the contract.
- On a resale, the seller does not match the rights holder and the explanation is only verbal.
- A request to transfer money to an individual or to another jurisdiction without a written basis.
- Deadline pressure: "the reservation expires today" arriving exactly when you asked about authority.
The right response to any of these is the same: pause the irreversible step — the payment or the signature — request a written explanation, and hand the documents to the transaction lawyer. How responsibility is split between you, the lawyer and the agent is covered in due diligence scope and roles.
Not sure who your counterparty actually is? We will help you map the seller structure, put together the list of documents to request, and take the question to a specialist lawyer before you sign or pay.
Ask about your dealTelegramFrequently asked questions
Are the project brand and the seller under the contract the same thing?
Often not. The project name is a marketing name, while the party to the contract is a specific legal entity that may be called something else entirely. The obligations sit with the company named as a party to your contract, not with the brand on the banner. Reconcile the party name in the contract against the corporate documents you are shown, and make sure the payment account is in the name of that same entity.
What should I ask for if a representative signs instead of the director?
Ask for the written basis of authority — a power of attorney or a decision of the company's governing body — and reconcile it with the contract: the signatory's name, the company name, the validity period and the scope of authority, including the right to sign a contract of this specific type. We do not confirm Cambodian requirements for the form or certification of a power of attorney; those must be checked with the transaction lawyer against your actual document.
How do I check a private seller on the resale market?
Three things must line up: the person named on the ownership document, the person named as seller in the contract, and the person who actually signs and receives the money. Separately you check whether there are other owners — a spouse, co-owners, heirs — whose participation or consent is required. The procedure and the list of documents are set by the transaction lawyer, because they depend on the specific title and the seller's family situation.
Who do I pay if the bank details differ from the contracting party?
That is a stop signal: pause before paying and get a written explanation. Paying a third party — an agent, a related company, an individual — weakens your position, because your proof of payment no longer points at your counterparty. If for some reason the payment does go to a third party, the basis must be recorded in the contract or in a written instruction from the seller, and checked by a lawyer in advance.
Sources
Transaction support practice in Phnom Penh · NovAsia research on seller checks and the contract · checked July 2026. This review deliberately does not confirm or state: the names of Cambodian registers of companies and of property rights, the procedure and cost of obtaining extracts from them, the requirements for the form, certification or notarisation of a power of attorney, the list of corporate documents required to evidence authority, the scope of consents from co-owners and spouses, or the procedure for an inheritance transfer of rights. All of the above is verified against your own transaction documents by an independent lawyer. This content is for general information only and is not legal advice.