The Sale and Purchase Agreement (SPA) is the contract that turns a handshake into a binding property deal in Thailand — and the moment where your money is either protected or exposed. It should set out exactly who is buying and selling, the price and payment schedule, the completion date, what happens if a developer is late, the specification and warranty, and who pays which taxes. For a foreign buyer it should also include a clause that refunds you if the foreign quota turns out to be unavailable. This 2026 guide explains each part of the sale and purchase agreement in Thailand to check before you sign, so nothing important is left to trust.
What the SPA is and when you sign it
The Sale and Purchase Agreement is the binding contract for the deal. You typically sign it after paying a reservation deposit that holds the unit, and before the final transfer of ownership at the Land Office. Everything agreed verbally — price, inclusions, timelines, finishes — only truly counts once it is written into this document.
The SPA looks a little different depending on what you are buying. For a resale, it is usually a relatively short agreement between two private parties, completed within weeks. For an off-plan purchase, it is a longer developer contract governing a two-to-three-year build, with a staged payment schedule and construction milestones — which makes the detail even more important. Before you reach this stage, thorough due diligence should already have confirmed the title and the seller.
One practical point for foreign buyers: developer contracts are often provided in both Thai and English, and the agreement should state which language version prevails if the two ever differ. Read the version that governs, not simply the translation you find easiest — another reason to have a bilingual, independent lawyer review it.
From booking deposit to signed contract
Most purchases begin with a reservation (booking) deposit that takes the unit off the market for a short window — often 7 to 30 days — while the contract is prepared. As a rough guide it runs to around THB 100,000–500,000, or a small percentage of the price, and is usually credited toward the purchase price on completion.
The critical point: refundability depends entirely on the contract. Some reservation forms are fully refundable if the deal does not proceed; others are not. Always get the reservation terms — the amount, the deadline, what it is credited against, and the exact circumstances for a refund — in writing before you pay. Treat the reservation form as a real contract, because that is what it is. If you are buying off-plan, check too whether the reservation converts into the full SPA within the window, and what happens to your deposit if you and the developer cannot agree the final contract terms.
The core commercial clauses
At its heart, a sound SPA nails down five things without ambiguity:
- The parties — the correct full legal names of buyer and seller (or the developer's registered company), so the contract binds the right people.
- The property — the exact unit or plot, its title deed reference, and the size and share being sold.
- The price — the full amount and the currency, with confirmation that funds arrive as foreign currency so your bank can issue the FET form needed for foreign freehold.
- The payment schedule — for off-plan, instalments tied to verified construction milestones, not calendar dates alone, so you pay for progress actually made.
- The completion date — when ownership transfers and you receive the keys.
If any of these five is left vague — an unnamed company, an approximate size, a price without a clear currency, or a payment schedule tied only to calendar dates — treat it as a point to resolve before you sign, not after.
Penalties, completion dates and delay
For an off-plan contract in particular, the completion date must have teeth. Look for a clear penalty for developer delay — liquidated damages that compensate you if the building is handed over late, or a right to withdraw and be refunded beyond a certain point. Without it, "completion by Q4" is an aspiration, not an obligation.
A fair contract also spells out the consequences if you default — typically forfeiting part of what you have paid. That is normal; what matters is that the obligations run both ways and the numbers are reasonable. Our guide to off-plan property in Phuket covers milestone payments and delay protection in more depth.
Specifications, defects and the warranty period
Two clauses protect the quality of what you actually receive:
- Specifications and finishes — the materials, fittings, appliances and layout should be annexed to the contract, so the finished unit must match the promise, not just the marketing renders. This is your defence against quiet specification downgrades.
- Defects liability (warranty) period — a defined window after handover during which the developer must fix defects at their own cost. Check its length and scope, and how snagging issues are reported and resolved.
For a resale, the equivalent is agreeing the condition and inclusions clearly in the contract, since there is usually no developer warranty on an older unit.
The foreign-quota refund clause
This clause is specific to foreign condo buyers and easy to overlook — until it matters. Your contract should include a refund clause if the foreign quota is unavailable: if, at completion, the building's 49% foreign-freehold allocation cannot accommodate your unit, you are entitled to your money back rather than being forced into a structure you did not choose.
Because foreign freehold also depends on your funds arriving correctly, make sure the payment terms support a clean FET form for each overseas transfer. Our guide to transferring money to Thailand to buy property explains how that works and why it matters for repatriating your capital on a future resale.
Taxes, fees and legal review
The SPA should state who pays which transfer taxes, because this is negotiated deal by deal. As of 2026 the standard charges are a 2% transfer fee (often split 50/50), plus either Specific Business Tax at 3.3% (if the seller has owned for under five years) or stamp duty at 0.5%, and around 1.1% to register a leasehold. Budget roughly 5–7% of the price for taxes and fees overall; the cost of buying property in Phuket sets it all out. These charges are settled at the Land Office when ownership transfers or the lease is registered, so the SPA is the right place to fix responsibility for each of them in advance — leaving it unsaid is how buyers end up paying more than they expected on completion day.
Above all, have an independent lawyer review and negotiate the SPA before you sign — not the developer's or agent's lawyer. They will check every clause above, insert the protections you need, and make sure the contract reflects your due-diligence findings. If you are weighing that up, see do you need a lawyer to buy property in Thailand?
Conclusion
The SPA is where a Phuket purchase is won or lost. Check the parties, price and payment schedule; insist on penalties for developer delay; pin down the specification and defects period; secure a foreign-quota refund clause; and settle who pays which taxes. Then let an independent lawyer review it before you sign. Get the contract right and the rest of the transaction follows smoothly.
Ready to move forward on a property? Browse our listings or book a free consultation, and we will make sure your Sale and Purchase Agreement protects you at every clause.
