Real Estate & Property Lawyers Malaysia

Ching, Elaine & Co advises on the acquisition and disposal of industrial, commercial and residential property in Malaysia, for corporations, public listed companies, investment funds and individuals. Our work runs from single-asset sale and purchase transactions through to property held within corporate structures, where the transaction is as much a corporate exercise as a conveyancing one.

What we advise on

Acquisitions and disposals of industrial, commercial and residential property, whether by direct transfer of title or by acquiring the company that holds the asset.
Sale and purchase agreements — negotiation, drafting and completion, including conditional agreements and transactions requiring state authority or foreign investment approvals.
Leases, tenancies and management agreements, including agreements for premises let to corporate and multinational tenants.
Deeds of assignment and security documents, including charges under the National Land Code and the perfection of transfers and charges.
Property due diligence — title, encumbrances, planning and category of land use, restrictions in interest, and the tenancy position, whether as part of a property acquisition or a wider corporate due diligence exercise.
Stamp duty on transfers and securities, including applications for relief.

Property inside a corporate transaction

Many of the property transactions we handle are structured as share acquisitions rather than transfers of title — the buyer takes the company that owns the asset. That structure raises questions a conveyancing practice alone does not answer: what the buyer inherits along with the asset, how warranties and indemnities should be framed, whether stamp duty relief is available, and what consents the change of control triggers. Because we practise corporate finance and M&A alongside real estate, we advise on both halves of the transaction.

Selected experience

En-bloc purchase of serviced suites. Advised on the en-bloc purchase of 49 units of serviced suites from a subsidiary of a company listed on the Main Market of Bursa Malaysia Securities Berhad, for a consideration of approximately RM49 million.
Disposal of land by a listed company. Advised on the sale of five parcels of land owned by a company listed on the Main Market of Bursa Malaysia Securities Berhad, for a consideration of approximately RM44 million.
Acquisition of an office tower. Advised on the acquisition by a company listed on the Main Market of Bursa Malaysia Securities Berhad of an office tower in Petaling Jaya valued at approximately RM85 million, through the acquisition of a 60% equity interest in the investment holding company.

Common questions

Should the property be bought directly or by acquiring the company that owns it?

It depends on the stamp duty position, what liabilities sit in the company, whether consents or approvals attach to a transfer of title, and how quickly the parties need to complete. A share acquisition avoids a transfer of title but brings the target’s history with it, which is why due diligence matters more in that structure.

What does property due diligence cover?

Title and ownership, encumbrances and caveats, the category of land use and any express conditions or restrictions in interest, planning and building approvals, the tenancy schedule and the terms of occupation, outstanding assessments and quit rent, and any statutory notices affecting the land.

Do foreign buyers face restrictions?

Yes. Acquisitions of property by foreign interests are subject to state consent and to minimum price thresholds that differ between states, and certain categories of land are restricted. The position should be confirmed for the specific state and category of land before the parties commit.