How to identify the SPA seller

The sale and purchase agreement (SPA) identifies the legal seller that undertakes the contractual obligations to the buyer. That entity may be different from the project brand, the wider corporate group, the landowner or the company named in payment instructions. Before reserving, identify the exact legal counterparty, confirm the signatory’s authority, establish the seller’s documented connection to the asset and verify the basis for every payment recipient.

This is how a buyer works out who is being paid and which entity is accountable under the contract. A similar name in a registry is not enough: the evidence must concern the same company, project and date. For a material purchase, an independent Cambodian lawyer should confirm the corporate authority, asset rights and contract structure before any irreversible payment.

Why the SPA seller matters

Buyers often encounter a development through a brand or sales team, while the contract is signed by a separate project company. That structure can be legitimate, but the documents must explain the role of each entity. A shared brand, parent company or marketing campaign does not by itself make the wider group responsible for completion, refunds, handover or title registration.

Start with the parties and definitions in the SPA. Record the seller’s full legal name, registration number, address and signatory, then compare them with current registration and corporate documents. When another group company makes a promise, ask for a separate written guarantee that identifies the obligor, scope, term and authorised signatory. Group affiliation is not a substitute for a contractual obligation.

Match the legal name, number and address

Compare the details exactly rather than relying on a broadly similar trading name. The SPA, company extract, licence, invoice and payment notice should name the same legal entity, or the documents should clearly explain the relationship between different participants.

Check the registered name, registration number, registered address and current company status. Ask whether a former name, brand or abbreviation is being used. Where translated versions differ, the original-language company name and registration number should appear consistently in the key transaction documents.

A public registry search is a starting point, not proof that the company is the seller for this project. The extract must relate to the correct entity and be sufficiently current for the transaction. A mismatch should be corrected before payment through a signed amendment or replacement document, not left to a verbal explanation from the sales team.

Check the signatory’s authority

A name and job title beside a signature do not establish authority on their own. Obtain a document showing that the individual may sign the SPA for the seller, such as a board or shareholder resolution, a current power of attorney, an authorised-signatory record or another appropriate corporate instrument.

The document should identify the company, the individual, the scope of authority, the date and any expiry or transaction limits. If the authority is restricted to a particular project, value or type of agreement, the proposed purchase must fall within those limits.

Repeat the check when the seller, signatory, project company or transaction structure changes. A contract signed under unclear authority should not be treated as cured by an informal sales letter; obtain properly executed confirmation, an amendment or a fresh authorised signature.

Establish the seller’s rights to the asset

Company registration proves that an entity exists; it does not prove a right to sell a particular unit, plot or interest in a project. Trace the documented connection from the seller to the asset. The seller may own the land, act under an agreement with the landowner, participate in a joint venture or use a dedicated project company or SPV. Whatever the structure, the legal basis should be documented.

Request the land or underlying-right document, the agreement or authority connecting the seller to the right-holder, and materials for the exact phase, tower or site. Project and company names should match the SPA, or the chain between them should be explained without gaps.

Common directors, branding or group ownership do not supply a missing legal link. Evidence for another development in the same group also does not establish authority over the selected property.

Match payment instructions to the contract party

The beneficiary should match the seller named in the SPA unless the contract clearly provides a lawful alternative arrangement. Before every payment, compare the beneficiary name, account number, bank, currency and payment reference with the SPA, invoice and signed payment notice.

A transfer to another company or an individual requires documentary justification. The basis may be an SPA clause, an agency or collection agreement, or a signed instruction showing why the third party may receive the funds and confirming that payment fully discharges the buyer’s corresponding obligation to the seller. A message from a salesperson is not enough.

Verify changed bank details through a known seller contact and, where possible, through the bank. Keep the invoice, signed instruction, SWIFT or bank receipt, and the seller’s confirmation that the money was credited to the correct SPA obligation.

If the seller changes, transfer the obligations formally

A change of seller should not occur through a sales-manager notice or a new bank account alone. The buyer needs a dated document showing which entity transfers the rights and duties, which entity assumes them and on what basis. Depending on the structure, this may be an assignment, novation, SPA amendment or another properly executed instrument.

Check how earlier payments are recognised and whether warranties, completion dates, handover duties, title-registration obligations and the buyer’s claims for delay or breach remain intact. Where the SPA requires the buyer’s consent to a change of party, that consent should follow the agreed form.

Run the registration, authority, asset-right and payment checks again for the incoming seller. Do not pay a new beneficiary until the documents connect that entity to the SPA, the selected asset and the obligations already undertaken.

Five checks before you pay

Before a reservation or the next material payment, complete five checks:

1. Match the full legal name and registration number.

2. Check the signatory.

3. Establish rights to the asset.

4. Match the payment instructions.

5. Check guarantees and the transfer of obligations.

The checklist identifies missing evidence; it does not issue an automatic safe-or-unsafe conclusion. Registration portals can help verify the company, while construction law provides context for the project. The transaction decision must rest on current documents for the exact seller, asset and SPA.