Contract of sale in NSW: what must be attached, the cooling-off period, and what happens if it is wrong

In New South Wales the contract comes first. Before a house, unit or block of land can be advertised, the seller must have a full contract of sale ready for any buyer to inspect, with a prescribed set of documents attached. That is different from most other states, where the contract is drawn up once a buyer appears, and it catches sellers who start with the photographer and the portal listing.

This guide sets out what the Conveyancing Act 1919 and the Conveyancing (Sale of Land) Regulation 2022 actually require, in their own order: the marketing rule, the documents, the warranties the law reads into every contract, the cooling-off period, and the buyer's rights when something is missing or wrong. Then it covers who prepares the contract, what it costs, and the mistakes to avoid. Figures are as at September 2026 and the sources are listed at the end.

The rule: no contract, no marketing

Section 66R of the Act makes it an offence for a vendor to advertise residential property for sale or auction, offer it for sale, or invite offers, unless the "required documents" are all available for inspection at the same place by any purchaser. The required documents are a copy of the proposed contract (without the buyer's name and price) and the documents section 52A requires to be attached before a buyer signs. The rule applies to private treaty, auction and tender alike. The maximum penalty is 10 penalty units, which at the NSW penalty unit of $110 is $1,100.

"Residential property" for this purpose is land with no more than two dwellings on it, vacant land where a single home may lawfully be built, or a strata lot that is a single dwelling. Land over 2.5 hectares and land used wholly for non-residential purposes are outside it (section 66Q).

The practical consequence is simple: engage your conveyancer or solicitor before you engage your agent, or at least on the same day. A good agent will not list the property until the contract is in their hands, and the searches that go into it take days to come back from council and the water authority.

What must be attached to the contract

Section 52A(2)(a) says the vendor "shall, before the contract is signed by or on behalf of the purchaser, attach to the contract such documents, or copies of such documents, as may be prescribed". The list is Schedule 1 of the Regulation. For a typical home it comes down to this:

• A planning certificate for the land, issued by the council under section 10.7 of the Environmental Planning and Assessment Act 1979. This is the document that discloses zoning, heritage listing, flood and bushfire status and any proposals affecting the land (item 1).
• Sewer diagrams from the sewerage authority (Sydney Water, Hunter Water or the council), showing the sewer lines on the land up to the point of connection and the authority's infrastructure downstream of it (item 2).
• A property certificate and the registered plan: the current title search from the Registrar-General and the deposited plan or strata plan that identifies the land (item 3).
• Every registered dealing shown on the title that creates an easement, a profit à prendre, a restriction on the use of land or a positive covenant, together with any memoranda those instruments refer to (item 4). For a strata or community lot, the same for the common property (item 5).
• Strata and community scheme documents where they apply: the property certificate for the lot and the common property, the strata plan, the by-laws in force, and for community, precinct and neighbourhood schemes the relevant plans, management statements and development contracts (items 6 to 13). A registered building management statement, if there is one (item 14).
• Swimming pool paperwork if there is a pool or spa the Swimming Pools Act 1992 applies to: a valid certificate of compliance, or a relevant occupation certificate plus evidence the pool is registered, or a valid certificate of non-compliance from an inspection. Not required for a lot in a strata or community scheme of more than two lots, or an off-the-plan sale (item 15).
• Three prescribed notices: the "Important notice to vendors and purchasers" about rights implied by law, the smoke alarms warning, and the loose-fill asbestos insulation warning (item 16). If they are printed in the contract they do not need to be attached separately.

Off-the-plan contracts also need a disclosure statement under section 66ZM of the Act, and the Regulation adds further documents for options and for house-and-land packages. Your conveyancer will know which apply. A short list of sales is exempt under Schedule 4 of the Regulation; the ordinary sale of a home is not one of them.

What the law says you are promising

Section 52A(2)(b) deems every contract to include the warranties and terms the Regulation prescribes, whether or not they are written in. The main one is the vendor's warranty in Schedule 2. As at the date of the contract, and except as disclosed in it, the vendor warrants that:

• the land is not subject to an adverse affectation, a defined list in Part 3 of the Schedule covering things such as road-widening proposals, acquisition notices, heritage orders and similar government proposals;
• the land does not contain part of a sewer belonging to a recognised sewerage authority;
• the attached planning certificate specifies the status of the land for the matters listed in Schedule 2 of the Environmental Planning and Assessment Regulation 2021;
• there is no matter that would justify an upgrading or demolition order for any building on the land, or if there is, a building information certificate has been issued since the matter arose;
• no charge is payable under section 88F of the Act for a positive covenant; and
• the land is not subject to a coastal protection services charge under the Local Government Act 1993.

The phrase that matters is "except as disclosed in the contract". If the planning certificate shows a road-widening proposal, or you know the council has issued an order about an unapproved structure, the answer is to disclose it in the contract, not to hope it goes unnoticed. Attaching the relevant document is treated as disclosure.

Schedule 3 adds implied terms to every contract. The one sellers meet most often concerns land tax: the vendor must serve a land tax certificate for the land, on the day the contract is made if completion is within 14 days and otherwise at least 14 days before completion. Off-the-plan contracts carry further terms, including the buyer's right to compensation of up to 2% of the price where a material change is made to the lot.

The cooling-off period

Division 8 of Part 4 of the Act gives the buyer of residential property a cooling-off period on every contract, with the exceptions below (section 66S). The period starts when the contract is made, which in NSW means exchange, and ends at 5 pm on the fifth business day after the day of exchange. For an off-the-plan contract it is 5 pm on the tenth business day. Time is Sydney time.

During the period the buyer may rescind by written notice signed by the buyer or their solicitor, served on the vendor, the vendor's solicitor or the vendor's agent (section 66U). If they do, the contract is treated as never having been made, but the buyer forfeits 0.25% of the purchase price to the vendor, recoverable from the deposit, and the rest of the deposit comes back (section 66V). On an $800,000 sale that is $2,000. Neither party can claim any other damages or costs, and any stamp duty paid on the contract is refundable. The vendor can waive the forfeiture.

The period can be extended by the contract or by the vendor in writing. It can be shortened, or waived altogether, only if the buyer gives the vendor a section 66W certificate: a written certificate signed by a solicitor or barrister who is not acting for the vendor, confirming they explained the contract, the certificate and its effect to the buyer. A certificate given at or before exchange removes the cooling-off period entirely (section 66T). That is how buyers make an unconditional offer in a competitive private-treaty sale.

There is no cooling-off period when the property is sold at public auction, when the contract is signed on the same day the property was passed in at auction, or when the sale follows the exercise of a valid option (section 66T).

Every contract for residential property must carry the cooling-off statement in the form the Regulation prescribes. If it does not, section 66X lets the buyer rescind at any time before completion, whether or not the cooling-off period has expired, and without the 0.25% forfeiture. That is the contract's single most expensive typographical omission.

If documents are missing or a warranty is wrong

Part 5 of the Regulation sets out the buyer's remedies under section 52A(6) of the Act.

• Missing documents. If the vendor failed to attach a prescribed document, or the off-the-plan disclosure statement, the buyer may rescind by written notice served within 14 days after the contract is made, unless the sale has already completed (regulation 22). The right does not depend on the missing document mattering.
• Breach of warranty. If a Schedule 2 warranty is untrue, the buyer may rescind at any time before completion, provided four things are true: the breach amounts to a failure to disclose a matter affecting the land, the buyer did not know of it when they signed, the buyer would not have signed had they known, and, for the upgrading-or-demolition warranty, no building information certificate has been issued since the contract (regulation 21(3)).

Rescission unwinds the contract from the start. The vendor must refund the deposit and any other money paid, and neither side is liable to the other for damages, costs or expenses (regulation 23). For a seller that means a lost sale, a re-run campaign and a market that now knows the property fell over. The document checklist above is cheaper.

Who prepares it and what it costs

A licensed conveyancer or solicitor prepares the contract. The standard form, the Contract for the sale and purchase of land, is published jointly by the Law Society of NSW and the Real Estate Institute of NSW; the current edition is the 2022 one, and your conveyancer adds the special conditions and the attachments. They order the title search and plan, the section 10.7 certificate from council, the sewer diagram from the water authority, the dealings for any easements and covenants, and the strata documents where relevant.

The searches and certificates themselves usually run to $300 to $600 for a standard house or unit, and the seller's full conveyancing, including the contract, exchange and settlement, to $800 to $2,500 in professional fees plus disbursements. Those are the ranges we use in our cost-of-selling tables; strata lots, rural land and complex titles cost more, and the pool certificate is a separate inspection fee. The conveyancing guide covers how to choose between a conveyancer and a solicitor.

Exchange, deposit and settlement

A NSW sale becomes binding at exchange, when the buyer's signed copy and the vendor's signed copy of the contract are swapped, usually by the conveyancers or, in a private-treaty sale, by the agent. Until then either side can walk away, which is why a verbal acceptance in NSW is worth little and why sellers should keep the campaign running until exchange. A deposit of 10% is the convention, though a 5% deposit is commonly negotiated, and where the buyer exchanges with a cooling-off period the agent may take 0.25% at exchange and the balance when the period ends. Settlement is customarily 42 days after exchange but is whatever the contract says. See our guide to settlement day for what happens then.

What the contract does not tell a buyer

The prescribed documents describe the legal position of the land, not the condition of the building. They do not include a building or pest inspection, a survey, a strata report or a check that the extension was approved. Buyers are expected to arrange those themselves, ideally before exchange or within the cooling-off period. Our building and pest inspection guide and due diligence checklist cover what to order.

The mistakes that catch sellers out

• Listing before the contract exists. It is an offence under section 66R, and an agent who lists anyway is exposed too. Order the contract the day you decide to sell.
• A stale planning certificate. A section 10.7 certificate ordered for a campaign that stalled in autumn may not reflect a new flood study or heritage proposal by spring. Refresh it before exchange if the campaign has run long.
• Unapproved work. The demolition-order warranty bites when a deck, granny flat or enclosed carport was never approved. Tell your conveyancer about everything built since you bought, so it is disclosed in the contract or a building information certificate is obtained first.
• The pool. No compliance or non-compliance certificate attached means a buyer can rescind within 14 days. Book the pool inspection when you book the photographer.
• Relying on a handshake. Nothing binds a NSW buyer until exchange, and a buyer who exchanges with a cooling-off period can still leave for 0.25%. If you want certainty, ask for a section 66W certificate, and expect a buyer to want something in return.
• Selling from a deceased estate or under a power of attorney. The title search must show your authority to sell, or the grant of probate must be in hand. Waiting on probate is the most common reason a buyer is ready and the contract is not.

If you are the buyer: five things to check

1. Title and plan. Does the registered proprietor match the seller, and do the plan's dimensions match the fences?
2. Planning certificate. Zoning, heritage, flood, bushfire and any proposals. Anything listed here limits what you can do with the property and what it will be worth.
3. Easements and covenants. Read the dealings, not just the title notation. A sewer easement across the back yard rules out the pool.
4. Sewer diagram. Check whether any building sits over or near the sewer main; that is a Sydney Water approval question for any future work.
5. Special conditions. The printed form is balanced; the special conditions are drafted for the vendor. Have your own conveyancer read them before exchange, not during the cooling-off period.

How the NSW cooling-off period compares with the other states is in our cooling-off period by state guide, and the stamp duty you will pay is in the NSW stamp duty guide.

Where this fits in the sale

The contract is the first piece of paperwork in a NSW sale, and it has to exist before the first open home. Our guide to how to sell a house in Australia covers the campaign end to end, auction versus private treaty covers which method suits your market, and the NSW commission guide covers what an agent will charge. If you want an agent who sells in your suburb to give you a figure first, request a free appraisal. Selling in Victoria instead? The equivalent document there is the Section 32 vendor statement.

Sources

• Conveyancing Act 1919 (NSW), section 52A and Part 4 Division 8 (sections 66P to 66Y), current in-force version: legislation.nsw.gov.au. Quotations are from sections 52A(2) and 66R.
• Conveyancing (Sale of Land) Regulation 2022 (NSW), sections 4 to 8, Part 5 (sections 21 to 23), Schedule 1 (prescribed documents), Schedule 2 (prescribed warranties) and Schedule 3 (implied terms): legislation.nsw.gov.au.
• NSW Government, sales contracts for property professionals (contract-before-marketing rule, 14-day rescission, cooling-off summary): nsw.gov.au.
• NSW penalty unit value, $110: Crimes (Sentencing Procedure) Act 1999 (NSW), section 17.
• Preparation and search costs: the NSW lines of our cost-of-selling data, sourced to NSW Government, selling a property; ranges are typical fees, not quotes.