Commercial Conveyancing & Contracts
The firm of Krish Maniam & Co. has highly trained personnel to deal with specific contracts.
Understanding the Core of Commercial Transactions
Commercial conveyancing and contract law form the backbone of modern commerce. In Malaysia, these areas govern the legal processes involved in the transfer of property, interests, and obligations between parties in the course of business. They ensure that every commercial deal from land acquisitions to corporate joint ventures is conducted transparently, lawfully, and with enforceable protection for all parties involved.
At its essence, commercial conveyancing refers to the legal transfer of ownership or interest in commercial property, such as office buildings, factories, retail units, industrial lands, and development projects. It involves meticulous due diligence on title, encumbrances, and compliance with land regulations under the National Land Code 1965, the Stamp Act 1949, and relevant state land office procedures.
Commercial conveyancing is not limited to sale and purchase alone; it also encompasses:
Leasing arrangements
Where long-term tenancy agreements dictate rights, obligations, and rent reviews;
Assignments of interest
Where ownership or contractual rights are transferred between corporate entities;
Joint development ventures
Where landowners and developers collaborate under structured legal frameworks.
Every stage of conveyancing from the signing of a Sale and Purchase Agreement (SPA) to the registration of title must comply strictly with statutory and regulatory requirements, failing which parties risk invalidation, penalties, or loss of proprietary rights.
Commercial Contracts in the Business Context
Running parallel to conveyancing is the law of commercial contracts the legal architecture that underpins every business relationship. Whether it involves supply, franchise, distribution, construction, or consultancy, every transaction rests on a valid and enforceable contract.
A commercial contract defines the scope of performance, obligations, warranties, liabilities, and remedies between parties. It acts as both shield and sword protecting parties from risk while enforcing accountability.
Key contracts in this domain include:
Joint Venture and Collaboration Agreements
Outlining the equity structure, capital contribution, and management control between corporate partners.
Franchise and Licensing Agreements
Regulated under the Franchise Act 1998, setting conditions for brand use, royalties, and compliance.
Service, Distribution, and Agency Agreements
Defining commercial relationships within supply chains and agency networks.
The enforceability of these contracts depends not only on valid formation but also on clarity, consideration, consent, and legality the four pillars under the Contracts Act 1950. Courts have repeatedly emphasised that ambiguity in drafting may render clauses void for uncertainty, while lack of compliance with statutory provisions may expose parties to claims or regulatory sanctions.
Due Diligence and Legal Safeguards
Before any transaction is concluded, due diligence serves as the essential risk management process. In conveyancing, this involves investigating ownership, encumbrances, and approvals from authorities such as the Land Office, State Authority, and Local Council. In corporate transactions, due diligence extends to company searches with the Companies Commission of Malaysia (SSM), review of charges under Section 352 of the Companies Act 2016, and verification of financial or contractual commitments.
A properly executed due diligence report not only verifies the legitimacy of the asset but also ensures compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA) and related financial regulations.
The Legal Importance of Commercial Conveyancing & Contracts
These two fields intersect at the heart of commerce. Together, they:
- Facilitate lawful ownership and transfer of property and business interests
- Provide certainty and enforceability in business transactions
- Safeguard investors from fraud, defective title, and contractual breach
- Ensure compliance with statutory and regulatory frameworks
- Enable financing, development, and expansion through secure documentation.
Without these legal mechanisms, commercial activity would be vulnerable to dispute, uncertainty, and loss of value. The legal discipline of conveyancing and contract law ensures that commerce functions on a foundation of trust, transparency, and legal enforceability.
Evolving Trends and International Dimensions
Modern commercial transactions increasingly involve cross-border property acquisitions, foreign investment structures, and multi-jurisdictional contracts. With Malaysia’s participation in regional trade and investment frameworks such as the ASEAN Economic Community (AEC) and Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), contract drafting and conveyancing often demand alignment with international commercial standards.
Digitalisation has also transformed the landscape e-signatures under the Electronic Commerce Act 2006, digital land transactions, and online property searches have streamlined processes but raised new challenges in authentication and cybersecurity.
Commercial Conveyancing & Contracts
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