A sale agreement is the written contract between a property seller and a buyer. It records the property being sold, the agreed purchase price, deposit, payment terms, completion date, and obligations of both parties. In Kenya, a contract for the disposition of an interest in land must meet the requirements in section 3(3) of the Law of Contract Act: it must be in writing, signed by all parties, and each party’s signature must be attested by a witness who is present when that party signs.
Whether you are buying land, an apartment, a house, or commercial property, the agreement should explain exactly what is being transferred and what must happen before the transaction is completed. It should also address what happens if either party fails to meet their obligations.
Before signing or paying a deposit, make sure you understand the terms, verify the seller’s authority to sell, and have an independent property advocate review the document.
What Is a Sale Agreement for a Property?
A sale agreement is a legally binding contract that sets out the terms under which a seller agrees to sell a property and a buyer agrees to purchase it. It is also called a sale and purchase agreement, property sale and purchase agreement, or contract of sale.
In a land transaction, the document may be called a land sale agreement, sale of land agreement, or agreement for sale of land. For an apartment, house, or commercial building, it may be described as a property sale agreement or sale agreement for a property.
The agreement establishes the contractual obligations of the buyer and seller. For example, it states how much the buyer must pay, when the balance is due, which documents the seller must provide, and when possession should be handed over.
A sale agreement is different from a title deed or certificate of lease. The agreement records the terms of the transaction, while the title document and land register provide evidence of the registered interest in the property. Signing the agreement or paying the purchase price does not, by itself, complete the registration of ownership in the buyer’s name. The transfer must go through the applicable land registration process.
What Are the Legal Requirements for a Sale Agreement in Kenya?
Under section 3(3) of the Law of Contract Act (Cap. 23), a suit generally cannot be brought on a contract for the disposition of an interest in land unless the contract:
- Is in writing.
- Is signed by all the parties to it.
- Has each party’s signature attested by a witness who is present when that party signs.
The requirement applies to the signatures of the parties individually. It is therefore important to ensure that each signature is properly witnessed. Where someone signs on behalf of another party, the authority to do so should also be verified and documented.
The Act recognises specific exceptions, including contracts made in the course of a public auction and the creation or operation of resulting, implied or constructive trusts. These are specific legal circumstances, and buyers should not assume they apply to an ordinary private property sale.
A document does not become suitable for a property transaction simply because it has been printed, signed, or stamped. The parties, property description, payment terms, and other provisions should be clear, and the signing process must meet the applicable legal requirements.
When Should You Sign a Sale Agreement?
A buyer should arrange for the essential property and seller checks to be completed before signing or paying a substantial deposit. These checks usually include confirming the registered owner, reviewing the title and official search, checking for registered interests and establishing that the seller has authority to complete the sale.
The seller or their advocate may prepare the first draft. The buyer should then have an independent advocate review it, raise any questions and negotiate changes before signing.
Some matters may require further investigation or formal consent after the agreement is signed. Where this is the case, the agreement should clearly identify the outstanding requirement, the party responsible for satisfying it, the deadline, and what happens if it is not satisfied.
Avoid signing a document with blank spaces, unclear payment instructions, an incomplete property description, or terms you have not had explained. Do not rely on verbal promises to correct important details later. Put the agreed terms in the contract.
What Should a Property Sale Agreement Include?
A properly prepared sale agreement in Kenya should cover the following matters:
| Agreement section | What it should establish |
| Parties to the agreement | Full legal names and identification details of the buyer and seller, together with the authority of any representative or company signatory |
| Property description | The title or parcel number, tenure, location, registered area and other details that identify the property being sold |
| Purchase price | The agreed price and currency, with a clear breakdown of the deposit and balance |
| Payment terms | How and when payments will be made, including any instalments or payments linked to specific conditions |
| Deposit | The amount payable, the account or stakeholder arrangement, and the circumstances in which it may be released, refunded or forfeited |
| Completion date | The date by which the parties must complete the transaction and the documents required at completion |
| Title and encumbrances | The title the seller must provide and how any charges, cautions or other registered interests will be dealt with |
| Possession | Whether the buyer receives vacant possession or takes the property subject to an existing tenancy |
| Risk and insurance | Which party bears the risk of damage before completion and who must maintain any required insurance |
| Conditions and consents | Any approvals, financing, Land Control Board consent or other requirements that must be satisfied |
| Default and termination | The notices, time to remedy a breach and remedies available if either party fails to perform |
| Execution | The signature blocks and witnessing arrangements required for the parties |
Note that the exact wording and additional clauses will depend on the property, ownership structure and type of transaction.
Identification of the Buyer and Seller
The agreement should state the full legal names of the parties and identify them correctly. For individuals, the details should correspond with their identification documents. For companies, the agreement should identify the registered entity and the people authorised to sign on its behalf.
Pay particular attention where the registered owner is deceased, the property belongs to a company, a representative is acting under a power of attorney, or the seller claims authority to sell family or jointly owned property. Your advocate should establish who has the legal authority to enter into the transaction and execute the transfer.
Accurate Description of the Property
The agreement should identify the exact property being sold. For land, this normally includes the parcel or title number, location, tenure and registered size. For an apartment, it should identify the relevant unit, block or building, floor where applicable, and the documents that describe the unit and its interest in the common property.
The description should match the official records and the property you inspected. If the agreement refers to a different parcel number, acreage, or unit, have the discrepancy resolved before signing.
For more information about the documents used to establish ownership, read our guide to the title deed in Kenya.
Purchase Price and Payment Schedule
The agreement must state the full purchase price and explain how the buyer will pay it. It should identify the deposit, any further instalments and the balance due at completion.
Where the buyer is using mortgage financing, the agreement should allow for the relevant lender requirements and explain how payment will be made. For an off-plan purchase, it should specify whether instalments are tied to construction milestones and how those milestones will be confirmed.
Payment instructions should be clear. Use the account details agreed through the parties’ advocates, retain payment records, and obtain written confirmation for amounts paid.
Completion Date and Documents
The completion date is the date by which the parties are required to fulfil the remaining obligations and complete the transfer in accordance with the agreement.
The contract should state which documents the seller must provide. Depending on the transaction, these may include the original title document, an executed transfer instrument, applicable consents, clearances and other documents required for registration.
It should also explain what happens if a party cannot complete by the agreed date. A clear completion clause helps both parties understand the steps and deadlines involved.
Title Conditions and Existing Interests
The agreement should state the condition in which the seller is required to transfer the property. If the title has a registered charge, caution, restriction or other interest, the agreement should explain how that entry will be dealt with.
For example, where a property is subject to a bank charge, the seller may need to arrange for the charge to be discharged using part of the completion funds. The payment and release process should be documented so that the buyer understands how the lender’s interest will be cleared and how the transfer will proceed.
Do not accept a promise that an encumbrance will be removed later without a clear contractual arrangement and supporting documentation.
Vacant Possession or Existing Tenancy
The agreement should state whether the property will be handed over with vacant possession or sold subject to an existing tenancy.
If the buyer is expected to receive vacant possession, the contract should specify when the seller must remove occupants and personal belongings that are not included in the sale. If a tenant will remain, the agreement should explain how the tenancy will be handled, what documents the buyer will receive, and how rental payments and obligations will be treated.
This is especially important when buying a property for immediate occupation or where the rental income forms part of the buyer’s investment decision.
How Much Deposit Should You Pay Under a Land Sale Agreement in Kenya?
The deposit is the initial amount the buyer pays towards the purchase price. Its amount and treatment should be stated clearly in the sale agreement.
The Law Society Conditions of Sale 2015 define the deposit as 10% of the purchase price unless the parties agree to a different percentage. This is a standard contractual provision, not a universal statutory deposit that applies to every property sale. The actual amount should be confirmed in the agreement.
The contract should also explain who will hold the deposit and when it can be released. Under the Law Society Conditions of Sale 2015, the purchase price or any part of it, including the deposit, is held by the vendor’s advocate or auctioneer as stakeholder where those conditions apply.
A stakeholder holds the funds in accordance with the agreement and the applicable conditions. The money is dealt with when the transaction completes or when the contract provides for its release following a lawful termination or other specified event.
Before paying, confirm:
- The exact deposit amount and payment deadline.
- The account into which the money must be paid.
- Whether the funds will be held as stakeholder.
- The conditions for release of the funds.
- What happens to the deposit if the buyer or seller fails to complete.
Do not assume that the seller can automatically keep the entire deposit whenever the buyer defaults. The contract and any applicable notice and termination procedures matter. The same applies to a buyer seeking a refund after the seller defaults.
Who Bears the Risk Before Completion?
The agreement should explain who bears the risk if the property is damaged before completion. The date on which risk passes can be different from the date on which registered ownership transfers.
Under condition 12.1.1 of the Law Society Conditions of Sale 2015, the risk remains with the seller from the date of the agreement until completion or until the buyer takes possession, whichever occurs first. The parties can agree to different terms, so the actual contract must be checked.
The agreement should also address insurance. It should be clear whether either party is required to maintain insurance before completion, what risks the policy covers, and how any insurance proceeds will be handled if damage occurs.
Do not assume that signing the sale agreement automatically makes the buyer responsible for every loss or insurance obligation. Read the risk and insurance clauses together.
What Happens if the Buyer or Seller Defaults?
The sale agreement should set out the consequences of a breach and the procedure the parties must follow before terminating the transaction.
A buyer may default by failing to pay an instalment or the balance on time, failing to provide required documents or failing to complete an obligation under the contract. A seller may default by failing to provide completion documents, refusing to transfer the property or failing to satisfy an obligation required for completion.
The agreement should explain when the party who has not breached the contract can issue a notice to complete, how much time the defaulting party has to remedy the breach and what happens if the notice is not complied with.
The Law Society Conditions of Sale 2015 contain procedures for a notice to complete and remedies where either party fails to complete after receiving the required notice. Where those conditions are incorporated, the seller may have the right to rescind and forfeit a deposit of up to 10% of the purchase price if the buyer fails to comply with a completion notice. Where the seller fails to complete after the required notice, the purchaser may have a right to rescind and receive the deposit with accrued interest, subject to the applicable conditions.
The actual agreement may vary the standard conditions. For that reason, a buyer should have their advocate review the default, notice and termination clauses before signing. A right to damages or specific performance will also depend on the contract, the facts and the applicable law. Neither party should assume that a sale agreement can be cancelled or a deposit forfeited without following the proper process.
Does a Land Sale Agreement Require Land Control Board Consent?
Some property sales require consent from the Land Control Board. This is particularly important for transactions involving agricultural land situated within a land control area.
Section 6 of the Land Control Act (Cap. 302) identifies controlled transactions, including the sale, transfer, lease or other disposal of agricultural land within a land control area. Such a transaction is generally void for all purposes unless the relevant Land Control Board has granted consent, subject to the Act’s provisions and exceptions.
Under section 8, an application for consent must generally be made within six months of the agreement. The High Court may extend that period where it considers there is sufficient reason to do so.
This requirement does not apply to every land sale in Kenya. Whether a parcel is agricultural land within a land control area and whether the proposed transaction is controlled must be checked. Where consent is required, the sale agreement should state who is responsible for applying, the relevant deadline, and what happens if consent is refused or cannot be obtained.
You can also refer to the State Department for Lands’ Land Control Board consent guidance.
What Should an Off-Plan Sale Agreement Include?
An off-plan sale agreement should describe the proposed unit and the development in enough detail for the buyer to understand what the developer is promising to deliver.
In addition to the price, deposit and completion provisions, the agreement should address:
- The unit’s number, location, size and description.
- The construction specifications, finishes, fittings and amenities.
- The construction programme and expected completion or handover date.
- Any instalments linked to construction milestones and how progress will be confirmed.
- What happens if construction is delayed or the completed unit materially differs from the agreed specifications.
- The documents and title arrangements the developer must provide at handover.
Section 43 of the Sectional Properties Act, 2020 is particularly relevant to developers selling sectional units. Before selling or agreeing to sell a unit or proposed unit, the developer must deliver specified documents to the purchaser. These include the purchase agreement, applicable by-laws, management and recreational agreements where relevant, title or lease documents, information about charges affecting the property, and the sectional plan or proposed sectional plan.
That last distinction matters. A registered sectional plan does not have to exist in every case before a developer can enter into an agreement for a proposed unit. The developer must, however, provide the documents required by section 43. Your advocate should examine those documents and the proposed ownership structure before you commit funds.
What Sale Agreement Format or Template Should You Use?
There is no single sale agreement template that suits every property transaction in Kenya. The document you need depends on whether you are buying land, a residential house, an apartment, or a property under development. The ownership structure and terms of the sale also determine which clauses the agreement needs.
You can use official legal resources to understand the standard conditions and transfer requirements, then obtain a suitable sample or editable agreement for the type of property you are purchasing.
Official Sale and Transfer Documents in Kenya
The Law Society of Kenya (LSK) Conditions of Sale are a useful starting point. The downloadable PDF contains standard contractual conditions covering matters such as deposits, completion, risk, and remedies when a party fails to complete. The 2015 edition is also available through the LSK downloads page.
These conditions are not a blank land sale agreement form. They provide standard terms that can be incorporated into a sale agreement, subject to the terms agreed by the parties.
The State Department for Lands’ official forms library also provides documents used during property registration and transfer. These include:
- LRA Form 33: Transfer of Interest in Land.
- LRA Form 34: Consent by the Encumbrancer to Transfer.
These are transfer and registration documents. They do not replace the contract setting out the buyer’s and seller’s obligations, payment arrangements, and completion terms.
Land Sale Agreement Samples and Editable Templates
If you need a land sale agreement sample to understand how the contract is structured, Kenyaplex provides a sample land sale agreement for Kenya. The document covers the parties, property description, purchase price, payment arrangements, possession, default, and signatures. It is available as a downloadable resource, with a preview before purchase.
For an editable document, Njaga & Co. Advocates offers a land sale agreement template. It is advertised as an editable Word document available for instant download at KSh 2,000. The firm also offers a bespoke document service for transactions that need additional drafting or amendments.
These are options to consider when looking for a land sale agreement format, sale agreement format for land, land sale agreement document or land sale agreement form in Kenya. Check the document’s contents before purchasing, particularly where the property is leasehold, subject to a charge, or requires Land Control Board consent.
Property Sale Agreement Templates for Houses and Apartments
A sale agreement for a residential house may have different requirements from one for an apartment. For example, an apartment purchase may involve sectional ownership, common areas, parking, management arrangements and service charges.
Sheriaplex offers separate editable Word documents for these transactions:
- Agreement for Sale of Residential House: an editable DOCX template with a preview of the document.
- Agreement for Sale of Apartment: an editable DOCX template that includes provisions relating to common areas, parking, and service charges.
These provide options for anyone looking for a property sale agreement sample, property sale agreement template Word, or agreement for sale of property Word format.
Templates for Off-Plan and Other Specialised Transactions
Some transactions require an agreement drafted around their particular conditions. An off-plan apartment purchase, for example, needs provisions covering construction specifications, developer obligations, payment milestones, completion and handover.
For this purpose, Sheriaplex also lists an Apartment Purchase Off-Plan Agreement in editable DOCX format, with a document preview. It was listed at KSh 300 when checked.
For leasehold land, Bellmac Consulting offers an Agreement for Sale of Leasehold Land between individuals. This is described as a purchaser-oriented template and was listed at KSh 3,400. The provider also offers an Agreement for Sale of an Off-Plan Apartment to an Individual, listed at KSh 3,300.
A conditional sale, a sale of mortgaged property, a private sale, and a tripartite transaction may also require clauses tailored to the parties’ obligations and the conditions affecting completion. Do not assume that a standard template will cover these arrangements.
What Should You Check Before Downloading a Sale Agreement?
Whether you are looking for a land sale agreement form PDF, a property sale agreement PDF, a Word template, or a free property sale agreement template, check the following before using it:
- Jurisdiction: Make sure the document is intended for property transactions in Kenya, rather than relying on another country’s laws.
- Property type: Confirm that it covers the particular transaction, whether it involves freehold land, leasehold land, a residential house, an apartment, or an off-plan unit.
- Contract terms: Check that it addresses the purchase price, deposit, payment schedule, completion, possession, title conditions, and default.
- Additional requirements: Establish whether it provides for relevant consents, an existing mortgage or charge, sectional ownership or other conditions affecting the sale.
- Source and suitability: Review the document preview and identify who provides it. A document described as a sample or template is not automatically an official or legally approved form.
Keep in mind that searches for terms such as land sale agreement format PDF, sale of land agreement form Kenya, property sale agreement format in Word and agreement for sale of property PDF may return different documents and file types.
A PDF is not necessarily more authoritative than an editable Word document. Likewise, I have not verified a government-issued blank document specifically called Land Sale Agreement Form 2, so do not assume that a file carrying that name is an official form.
Use a sample to understand the structure of the agreement, but have a Kenyan conveyancing advocate prepare or review the final document before signing. The agreement should reflect the actual property, the parties’ obligations and the legal requirements of that particular transaction.
Do Different Property Sales Need Different Agreements?
Yes. The main sale agreement requirements still matter, but the clauses should reflect the property and transaction.
Conditional Sale Agreement for Property
A conditional sale agreement makes completion dependent on one or more specified conditions being met. These may include obtaining Land Control Board consent, securing financing, discharging an existing charge, obtaining an approval, or satisfying a due diligence requirement.
A conditional sale agreement property template should state each condition clearly, identify who is responsible for satisfying it, set a deadline, and explain what happens if the condition is not met. Avoid relying on broad wording such as “subject to approval” without defining the approval, process, and consequences.
When Does Property Pass in a Conditional Sale Agreement?
Signing a conditional sale agreement does not, by itself, make the buyer the registered owner. The agreement creates contractual obligations subject to its conditions. The transfer of the registered interest takes place through the applicable registration process after the relevant requirements have been met.
The agreement should also distinguish the date on which contractual conditions are satisfied from the date on which possession and risk pass to the buyer.
Agreement for Sale of Mortgaged Property
An agreement for sale of mortgaged property should explain how the existing lender’s charge will be discharged. The seller’s advocate should obtain the relevant redemption information and document how the loan will be settled, how the lender will release the title and how the transfer will be registered.
Where part of the purchase price will go directly towards settling the seller’s loan, the agreement should explain the payment sequence and the documents the lender must provide.
Agreement for Sale of Freehold Property
An agreement for sale of freehold property should identify the freehold interest being transferred and the title details. Freehold ownership does not remove the need to check the official register, confirm the seller’s authority, investigate restrictions and verify the property on the ground.
Private Property Sale Agreement
A private property sale agreement is a contract between the buyer and seller who are arranging the sale directly rather than through a developer or property company. The parties still need to comply with the applicable legal requirements. They should also agree on the deposit, payment method, completion documents, possession, default procedure, and transfer responsibilities in writing.
Tripartite Agreement for Sale of Property
A tripartite agreement for sale of property involves three parties with obligations connected to the transaction. Depending on the arrangement, this may involve a buyer, seller, or developer and a lender or another relevant party.
The agreement should identify each party’s role, the payments each party is responsible for, the documents they must provide, and the steps required for completion. A three-party structure should reflect the actual transaction rather than simply add another signatory to a standard agreement.
What Happens After the Sale Agreement Is Signed?
Signing the agreement begins the process of completing the sale. The parties must then fulfil the contractual requirements, prepare the transfer documents and arrange any outstanding consents, clearances, valuation or tax payments needed for registration.
The specifics of each process depend on the property and the agreement. In a typical transaction, the advocates coordinate the completion documents and payments. The buyer’s advocate checks that the seller has provided the documents required under the contract, while the parties arrange payment of the balance and applicable charges.
The transfer is then lodged with the relevant land registry. The State Department for Lands identifies requirements that can include the executed transfer, applicable consent, valuation report, land rent clearance, stamp duty receipt, original title and identification documents.
You can refer to the government’s land transfer guidance for the stated registration requirements. Stamp duty and registration are separate from signing the sale agreement, and the applicable amounts and requirements should be confirmed for the specific transaction.
The buyer should confirm that the transfer has been registered and that the land register reflects the new ownership. The agreement, payment receipts, and transfer documents should be retained with the buyer’s property records.
Frequently Asked Questions About Sale Agreements in Kenya
Is a Sale Agreement Legally Binding in Kenya?
A sale agreement for the disposition of an interest in land must meet the requirements of section 3(3) of the Law of Contract Act. It must be in writing, signed by all parties, and each party’s signature must be attested by a witness who is present when the party signs. The agreement should also clearly state the terms the parties have accepted.
Is a Sale Agreement the Same as a Title Deed?
No. A sale agreement records the terms of the transaction and the obligations of the buyer and seller. A title deed or certificate of lease relates to the registered interest in the property. The buyer becomes the registered proprietor through the applicable transfer and registration process.
Can I Use a Sale Agreement Template in Kenya?
A template can help you understand the structure of a sale agreement, but it should not be signed without checking that it suits the property and transaction. Have a conveyancing advocate review the title, parties, payment clauses, completion requirements, consents and default provisions.
Is a 10% Deposit Compulsory for Every Property Sale?
No. The Law Society Conditions of Sale 2015 provide for a 10% deposit unless the parties agree to another percentage, where those conditions apply. The deposit amount in a particular transaction should be confirmed in the signed agreement.
Can a Seller Keep the Deposit if the Buyer Fails to Complete?
The seller’s right to retain a deposit depends on the agreement and the applicable legal and contractual procedure. Where the Law Society Conditions of Sale 2015 are incorporated, the default provisions include a completion notice procedure and a limit on the deposit that may be forfeited under the relevant condition. The seller should not assume that forfeiture is automatic.
Does Every Land Sale Require Land Control Board Consent?
No. Consent is required for specified controlled transactions involving agricultural land within a land control area, subject to the Land Control Act. Your advocate should establish whether the property and proposed transaction fall within the Act.
Can a Sale Agreement Be Signed Before a Title Search?
The buyer should arrange the essential ownership and title checks before committing to the transaction. Where further checks remain outstanding, the agreement should clearly state the conditions that must be satisfied before completion and the consequences if they are not.
What Should I Do Before Signing a Sale Agreement?
Confirm the seller’s identity and authority, verify the title and official search, inspect the property, check for registered interests and outstanding obligations, review the purchase price and payment terms, and have an independent advocate examine the agreement. Make sure you understand the deposit, completion, possession, risk and default clauses before signing.
Get the Property Checks Right Before You Sign
A sale agreement sets out the responsibilities of the buyer and seller for one of the most important stages of a property transaction. Before signing, confirm that the property is correctly identified, the seller has authority to sell, the payment terms are clear, and the agreement provides for the documents and consents needed to complete the transfer.
A property advocate should review the legal terms and advise you on the specific transaction. For help identifying a property that fits your requirements, contact us.
