Handling Offers as a Seller in Malaysia: Counter-Offers, Earnest Deposits and Accepting the Right Buyer

中文 · Bahasa Melayu · Bahasa Indonesia

By Jason Lim, REN 84424 · IQI Realty · Checked on 14 November 2026

This guide is for owners selling a home in Johor Bahru, whether you live here, in Singapore or further away. The short answer: get every offer in writing, judge it on its terms as well as its price, and answer with a written counter-offer that has an expiry date. Accept only when the deposit, conditions and dates suit you, because a signed and accepted letter of offer can bind you before the SPA is ever drawn up. Let your lawyer read the wording first.

What an offer looks like in a JB subsale

In Johor, a serious buyer signs a short letter of offer (or offer to purchase) and pays an earnest deposit with it. The deposit is later counted towards the usual 10% paid when the sale and purchase agreement (SPA) is signed. The balance of 90% is generally due about three months after the SPA, with a possible one-month extension at an agreed interest rate (The Edge Malaysia, October 2021).

Buyers see the same process from the other side in my guide to making an offer on a subsale home, and the weeks are set out in my subsale timeline.

Is an accepted offer binding?

It can be, and many sellers do not realise this. The Contracts Act 1950 sets the basic rules:

• Section 2: an accepted proposal becomes a promise, and promises given for each other form an agreement.
• Section 5: a buyer can withdraw an offer until your acceptance is complete against them, but not after.
• Section 6: an offer lapses when its stated time passes, or after a reasonable time if none is set. Put an expiry on every offer and counter-offer.
• Section 7: acceptance must be absolute and unqualified. “Yes, but RM20,000 more” is a counter-offer, and the buyer may walk away.

The Edge Malaysia has warned that a letter of offer’s wording may itself form a contract that matters in a dispute before the SPA is signed (October 2021). Some letters are marked “subject to contract”, so nobody is bound until the SPA; others are firm agreements to sell. Know which one you are signing, and ask your lawyer to read it first. See choosing a conveyancing lawyer.

How to judge an offer: more than the price

The highest number is not always the best offer. Before you answer, go through each term:

Term in the offer	What to ask yourself
Price	How does it compare with recorded sales of similar units (not other asking prices)?
Earnest deposit	Is it in the common 2–3% range? A smaller deposit puts less at stake for the buyer.
Who holds the deposit	The agency or a lawyer as stakeholder, with a receipt.
Loan condition	What amount and margin, and by what date? An open-ended condition keeps your home off the market.
State consent	Needed for a foreign buyer or a restricted title; it adds time.
SPA and completion dates	Do they fit your loan redemption and your next move?
Fixtures and furniture	Which aircons, water heaters and cabinets stay? List them in writing.
Tenancy and condition	Vacant possession or with the tenant? Any repairs before completion, or “as is where is”?

Settle your lowest acceptable price before an offer arrives, using recorded transaction prices. An offer well above recorded sales may come back for renegotiation if the buyer’s bank values lower. See when the valuation is lower than the price.

Two offers side by side (illustration)

Made-up figures for a terrace house, to show how terms change the picture:

	Offer A	Offer B
Price	RM615,000	RM600,000
Earnest deposit	1% (RM6,150)	3% (RM18,000)
Conditions	Subject to a 90% loan, no deadline stated	Subject to loan within 21 days of the offer; bank’s in-principle view attached
SPA signing	“To be arranged”	Within 14 days
Extras	All furniture, aircons and lights	Aircons and kitchen cabinets only

Offer A is RM15,000 higher, but puts less money at stake, sets no deadlines and takes the furniture. Many sellers would counter Offer A on terms (a 3% deposit, a loan deadline, a fixed SPA date) rather than accept either as it stands.

Making a counter-offer

A counter-offer is normal, and most buyers expect one. A few habits keep it clean:

• Answer in writing and initial every change. Phone calls lead to “I thought you said”.
• Set an expiry date and time, so your counter-offer lapses on schedule.
• Trade terms, not only price. A higher deposit, a loan deadline or a completion date that suits you can be worth more than a small price move.
• Explain your number with recorded sales and recent repairs, not “my neighbour asked more”.
• Know when to stop. Many rounds over small sums can lose a good buyer.

If you appointed an agent, the agent carries offers both ways. The standards of the Board of Valuers, Appraisers, Estate Agents and Property Managers (LPPEH) say a negotiator must not quote a price different from the one agreed with the client, so give your agent clear figures. See also co-broking explained.

When several buyers make offers

Two or three offers at once is a good position, but handle it honestly:

• Accept only one. Accepting a second, higher offer after the first may expose you to a claim from the first buyer.
• Be truthful. It is fair to say other offers are in and set one deadline for best terms. Never invent offers.
• Keep a backup in case the first deal fails on its loan or consent condition, making clear in writing that nothing is accepted yet.
• Refund unaccepted deposits in full and promptly, through whoever holds them.

Checks before you accept

Some problems are on the seller’s side, and finding them after acceptance can cost you the buyer, or the deposit:

• Your own loan. Get the redemption figure and check for a lock-in period and early settlement fee. See home loan lock-in periods and selling for less than the loan.
• Everyone who must sign. All registered owners must agree, and an inherited home usually needs the grant or letters of administration first. See selling inherited property.
• The title. Restrictions in interest, a master title or a short remaining lease affect timing. See reading a land title and state consent.
• Tenants. Decide whether you sell with the tenant or with vacant possession. See selling a tenanted property.
• The buyer and the money. Match the buyer’s name and ID to the letter, refuse cash in hand, and be wary of a “buyer” who overpays and asks for a refund. See property scams in Johor Bahru.

Offers from foreign buyers

In Johor, foreigners can generally buy residential property only from RM1 million, with limited exceptions such as some state-approved developer serviced apartments; no area is exempt as a whole. The buyer also needs state approval under section 433B of the National Land Code. Under PTG Johor’s fee circular in force from 1 July 2025, the residential approval fee is 3% of the price, minimum RM30,000, plus RM2,000 per title (2%, minimum RM20,000, for immediate family). So a foreigner’s offer below RM1 million is usually not workable. Above it, make the offer and SPA subject to consent, agree in writing who bears the fee, and allow extra time. See selling to a foreign buyer and the Johor minimum price.

If the buyer pulls out, or you do

Buyer default. If the buyer simply changes their mind, the letter usually lets you keep the earnest deposit. Section 75 of the Contracts Act limits a sum named for breach to reasonable compensation. In Cubic Electronics v Mars Telecommunications [2018], the Federal Court held that the innocent party need not prove actual loss and that the party in breach must show the sum is unreasonable; it upheld forfeiture of about 3.33% of the price. Every case turns on its facts.

Condition not met. If a written condition fails, such as the loan being refused within the stated time, the deposit is normally refunded. That is why vague conditions hurt sellers: write the loan amount and deadline into the offer.

Your agent’s fee. LPPEH’s estate agency standards (exposure draft) say that if earnest money is paid but the deal aborts before the SPA, the agency is entitled to the lower of 50% of its full fee or 50% of the forfeitable deposit, plus disbursements. Illustration: with an agreed 2% fee on RM600,000 (RM12,000) and a forfeited 3% deposit (RM18,000), that is RM6,000 plus disbursements. Check your appointment form.

Seller default. If you accept and then back out, returning the deposit may not end the matter: the buyer may claim damages or ask the court to order the sale (specific performance). See backing out of a property sale. General information, not legal advice.

After you accept: what happens next

Stage	What usually happens
SPA	Signed by the date in the letter; the buyer tops the deposit up to 10%.
Completion	Balance usually due about three months after the SPA (or consent), plus a possible one-month extension at interest.
Your loan	The buyer’s bank pays off your bank; the rest reaches you. See the differential sum and discharge of charge.
RPGT	The buyer keeps back 3% of the price (7% for a foreign individual seller) and pays it to LHDN within 60 days. You file Form CKHT 1A on e-CKHT within 60 days of disposal and pay any tax due within 90 days.

Your full costs are in what sellers pay and my RPGT guide. Selling on your own? See selling without an agent.

Selling from abroad

Owners in Singapore, Indonesia, India, China or elsewhere can negotiate offers remotely, but agree a quick way to respond, because a 48-hour expiry does not wait for time zones. Ask your lawyer how documents will be signed: the SPA and transfer usually need a proper witness, or a power of attorney. Foreign individual sellers face the 7% RPGT retention. See selling JB property as a foreigner.

Selling to buy again? Where to look next

If the sale funds your next home, these area guides help you line up the move:

• Mount Austin: newer condos and landed homes with an active resale market.
• Tebrau, Setia Indah and Molek: established family townships.
• Iskandar Puteri: planned neighbourhoods near the Second Link.
• JB Sentral and Bukit Chagar: city-centre condos near the RTS Link.

Compare them on my JB property map, and see sell first or buy first for the timing.

More Johor living guides: Preparing your home for sale · Exclusive vs open listings · What sellers pay · Subsale timeline · The SPA explained · How long selling a house takes

Frequently asked questions

How much earnest deposit should a seller ask for in Malaysia?

Commonly 2–3% of the price, paid with the signed letter of offer and held by the agency or a lawyer as stakeholder. It is counted towards the 10% deposit paid when the SPA is signed.

Is a signed letter of offer legally binding on the seller?

It can be. Under the Contracts Act 1950, an absolute and unqualified acceptance of an offer forms an agreement, and the letter’s wording decides what you are bound to do. Letters marked “subject to contract” work differently, so ask your lawyer before you sign.

Can I accept a higher offer after accepting another one?

Doing so may expose you to a claim from the first buyer, who could seek damages or ask the court to order the sale. Accept only one offer at a time and speak to your lawyer before changing your mind on an accepted offer.

What happens to the earnest deposit if the buyer’s loan is rejected?

If the letter of offer is made subject to the loan and the loan is refused within the stated time, the deposit is normally refunded to the buyer. If the buyer simply changes their mind, it is usually forfeited to the seller. The exact wording decides.

Does my agent get paid if the buyer pulls out before the SPA?

Under LPPEH’s estate agency standards, when earnest money is forfeited before the SPA, the agency is entitled to the lower of 50% of its full fee or 50% of the forfeited deposit, plus disbursements. Check your appointment form for the exact terms.

Can I accept an offer from a foreigner for my Johor home?

Yes, if the property meets Johor’s rules: generally a minimum price of RM1 million for residential property, plus state approval with a fee of 3% (minimum RM30,000). Make the offer and the SPA subject to consent, and allow more time to complete.

Selling your JB home and weighing an offer?

Tell me the property, the offer and your timing. I can check the price against recorded sales nearby, go through the deposit, conditions and dates with you, and plan the steps to the SPA with your lawyer. You can also book an appointment, or a Zoom consultation if you are abroad.

Sources: Contracts Act 1950 (Act 136), sections 2, 4, 5, 6, 7 and 75, via the Attorney General’s Chambers Laws of Malaysia portal, checked November 2026; University of Malaya Law Review, “A stunning restatement of the law on liquidated damages clauses by the Federal Court” (Cubic Electronics Sdn Bhd v Mars Telecommunications Sdn Bhd [2018] MLJU 1935), accessed November 2026; The Edge Malaysia, “Know your stuff: What selling property on the secondary market involves”, October 2021, accessed November 2026; PEPS (Association of Valuers, Property Managers, Estate Agents and Property Consultants in the Private Sector), “What is an earnest deposit and how much should I pay?”, accessed November 2026; LPPEH (BOVAEP), Exposure Draft on Malaysian Estate Agency Standards: Standard 2 (2.2.10) and Standard 4 (4.2.3, 4.2.4, 4.2.10, 4.2.13), 2012, accessed November 2026; LPPEH, scale of fees for estate agency (maximum 3%, minimum RM1,000), checked November 2026; LHDN, responsibilities of the disposer and acquirer (CKHT 1A, e-CKHT, 3%/7% retention, 60- and 90-day deadlines), updated 26 June 2026; PTG Johor, Pekeliling Bil. 3 Tahun 2025 (fees, including foreign acquisitions), 13 June 2025, in force 1 July 2025; PTG Johor, foreign-interest application checklist, May 2026; National Land Code (Act 828), section 433B, via the AGC Laws of Malaysia portal, checked November 2026; New Straits Times, “Foreigners hit Johor property resale wall”, 20 April 2026

Jason Lim, REN 84424, IQI Realty Sdn. Bhd. E (1) 1584/6. General information checked on 14 November 2026, not legal, tax or financial advice. Contract terms differ from deal to deal; confirm your letter of offer and SPA with your lawyer before you sign or accept anything.