Buying Property

Property Purchase Agreement (SPA)

What is a SPA and what should you check?

Updated: September 2026 7 min read

An SPA (sale and purchase agreement) in Dubai is the contract you sign with a developer when you buy off-plan. It sets the unit, price, payment plan, completion date and what happens if either side defaults. The developer must register it on Oqood, the DLD's interim register, and every payment must go into the project's escrow account.

The SPA must be registered on Oqood

Any off-plan sale must be entered in the interim property register, and a sale that is not entered is void (Law No. 13 of 2008, Article 3). The developer registers it through the DLD's Oqood portal within 90 days of signing, and you receive a provisional registration e-certificate by email. The DLD lists its registration fee as 2% of the price from each side. For who pays in practice, see Property Buying Costs in Dubai. For resale of a ready property, the buyer and seller sign Contract F instead of an SPA.

How escrow protects your payments

Developers selling off-plan must open an escrow account for each project, and buyers' payments must be deposited into it (Law No. 8 of 2007, Articles 6, 7 and 9).
The developer's creditors cannot seize money in the escrow account (Article 9).
5% of the account is kept back until one year after the units are registered (Article 14). The DLD describes this as a guarantee that defects found at completion will be fixed.
If RERA cancels a project, the escrow agent must refund buyers within 14 days, and the developer must make up any shortfall within 60 days (Executive Council Resolution No. 6 of 2010, Articles 25 and 26).

Clauses to read before you sign an SPA

Unit and area: registration uses the net area. If the unit turns out more than 5% smaller than agreed, the developer must compensate you at the contract price (Executive Council Resolution No. 6 of 2010, Article 13).
Payment plan: check each instalment is tied to a construction milestone or date, and that payments go to the escrow account named in the SPA.
Completion date and delay: find the anticipated completion date, any grace period, and what you are entitled to if it slips.
Fees: developers may not charge fees on a sale or resale beyond administrative costs approved by the DLD (Law No. 13 of 2008, Article 7).
Resale before completion: check whether you can sell or assign the unit before handover, and on what conditions.
Service charges and handover: when charges start, and the defects terms. See Handover Process Explained.

If you miss payments

Law No. 13 of 2008 (Article 11, as amended by Law No. 19 of 2020) sets what a developer may do. The developer must notify the DLD, which gives you 30 days' notice to pay. If you still do not pay:

Project more than 80% complete: the developer may keep what you paid and claim the balance, ask for the unit to be sold at public auction, or terminate and keep up to 40% of the unit's value.
Project 60–80% complete: the developer may terminate and keep up to 40% of the unit's value.
Project less than 60% complete: the developer may terminate and keep up to 25% of the unit's value.
Any refund due must be paid within one year of termination or within 60 days of the unit's resale, whichever is earlier.
These limits are percentages of the unit's contract value, not of what you have paid. Early in a payment plan, you could lose most or all of your payments.

If the developer fails to deliver

You may ask the court to end the contract if the developer refuses without an acceptable reason to give you the final sale agreement, makes material changes to the agreed specifications, or hands over a unit unfit for use because of material construction defects (Executive Council Resolution No. 6 of 2010, Article 20). Before court, the DLD may try to settle a developer-buyer dispute (Article 14).

Before you sign

Look the project up on the DLD's project status inquiry or Dubai REST and note the escrow account.
Check the escrow account in the SPA matches the one the DLD shows.
Confirm the developer will register the SPA on Oqood and ask when you will get the certificate.
Read the default, delay and resale clauses with a lawyer if the sums are large.
Check the developer's reviews and past delivery record on RealtyReview.ae.

Frequently asked questions

What happens if I stop paying for an off-plan property in Dubai?

The developer must notify the DLD, which gives you 30 days' notice to pay. If you still don't pay, the developer may terminate and keep up to 25% or 40% of the unit's value, depending on how complete the project is. These limits are percentages of the unit's value, not of what you paid.

Can a developer's creditors take the money in an escrow account?

No. Buyers' off-plan payments must go into the project's escrow account, and the developer's creditors cannot seize money in it (Law No. 8 of 2007, Article 9). 5% of the account is also kept back until one year after the units are registered.

What if my off-plan unit is smaller than the SPA says?

If the unit turns out more than 5% smaller than agreed, the developer must compensate you at the contract price (Executive Council Resolution No. 6 of 2010, Article 13). Registration uses the net area.

Can I cancel an off-plan purchase if the developer fails to deliver?

You may ask the court to end the contract if the developer refuses without an acceptable reason to give you the final sale agreement, makes material changes to the agreed specifications, or hands over a unit unfit for use because of material construction defects. Before court, the DLD may try to settle the dispute.

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