Sixth Schedule of SRO 2023: How to Charge When There Is No Scale Fee

A bank instructs your firm to prepare a loan agreement for RM1,000,000. Along with it: a corporate guarantee, a negative pledge, a deed of subordination, and a power of attorney.

You open the Solicitors Remuneration Order 2023 and turn to the Third Schedule — charges, debentures, and other security or financing documents. The scale fee on Table A is clear enough for the charge itself. But what about the loan agreement? The corporate guarantee? The power of attorney?

None of these are documents executed by way of security. The Third Schedule only covers documents which create true security — instruments that give the holder a right of priority over the assets of the provider in the event of insolvency. A loan agreement records the terms of the loan. A corporate guarantee is a personal obligation. A power of attorney is an authority to act. None of them create a proprietary security interest.

So where do you look? The Sixth Schedule.

When the Sixth Schedule Applies

Order 2(f) of SRO 2023 defines the Sixth Schedule’s scope: non-contentious work for which there are no provisions made to regulate remuneration by means of a scale or fixed fee.

It is the catch-all. If your work is non-contentious and does not fall under the First Schedule (sale and transfer), Second Schedule (lease and tenancy), Third Schedule (charges and financing), Fourth Schedule (discharge and reassignment), or Fifth Schedule (miscellaneous documents), the Sixth Schedule governs what you may charge.

In practice, the Sixth Schedule comes up more often than most lawyers realise. It is not an obscure corner of the SRO — it is where a significant portion of non-standard conveyancing-adjacent work lives.

Rule 1: The Seven Factors

Rule 1 of the Sixth Schedule says the fee must be fair and reasonable having regard to all circumstances of the case, and in particular:

(a) The importance of the matter to the client — a RM5,000,000 corporate guarantee securing a group restructuring is not the same as a RM50,000 personal guarantee for a small business loan, even if the document structure is similar.

(b) The skill, labour, specialised knowledge and responsibility involved — a straightforward power of attorney drawn from a standard template requires less skill than a bespoke negative pledge with carve-outs for specific asset classes.

(c) The complexity of the matter or the difficulty or novelty of the question raised — novel instruments, cross-border elements, or regulatory complications justify a higher fee.

(d) The amount or value of money or property involved — this is the most intuitive factor. The First Schedule fees may be used as guidance for calibrating the fee against the transaction value.

(e) The time expended by the solicitor — but this is only one of seven factors, not the sole determinant. A solicitor who takes three hours because they are unfamiliar with the document type does not thereby earn a higher fee than one who completes it in forty-five minutes with specialist knowledge.

(f) The number and importance of documents prepared or perused — volume matters, but only alongside the other factors.

(g) The place where and circumstances under which the services are rendered — urgency, travel, or unusual working conditions may be relevant.

The critical guidance: scale fees in the First Schedule may be used as a reference point. This gives practitioners an anchor — you are not plucking a number from thin air. You are calibrating against the SRO’s own scale, adjusted for the seven factors above.

Rules 2 and 3: Subsequent Transfers and Charges After Title Issuance

These two rules address a specific situation: a property transaction where no title was issued when the transaction was first completed, and the solicitor is later engaged to complete the subsequent transfer or charge after the title is finally issued.

Rule 2 — same solicitor, same matter. If the solicitor had conduct of the original transaction from the start (before title), the fee for completing the subsequent instrument of transfer or charge shall not exceed 25% of the applicable scale fee in the First or Third Schedule, subject to the specified minimum.

Rule 3 — different solicitor picks up after title. If the solicitor did not have conduct of the transaction when it was first completed without title, but is now instructed after title issuance, the fee shall not exceed 50% of the applicable scale fee, subject to the specified minimum.

The logic is straightforward: the solicitor who did the original work has already been remunerated for most of the effort. Completing the post-title registration is incremental. A new solicitor picking up the file has more work to do — reviewing the entire transaction history, verifying compliance, and completing what someone else started — hence the higher cap.

Rule 4: Transactions Without a Written SPA and Other Special Cases

Rule 4 lists several transaction types that are governed by the Sixth Schedule’s Rule 1 (the seven-factor test) rather than the standard First Schedule scale:

• No written Sale and Purchase Agreement — the parties agreed verbally or through correspondence, and the solicitor is completing the transfer without an SPA
• SPA not prepared by the solicitor and the solicitor is not required to explain or advise on the terms — the solicitor is merely executing the conveyance
• Love-and-affection transfers — property conveyed between family members for natural love and affection, not for monetary consideration
• Transfers for no consideration — gifts or other gratuitous conveyances
• Transfers pursuant to a declaration of trust or similar instrument
• Estate-to-beneficiary transfers — conveyance from the administrator or executor of a deceased’s estate to the beneficiaries

In all of these cases, the standard scale fee based on “consideration or adjudicated value” does not apply in its normal form. The fee is assessed under Rule 1, using the First Schedule as guidance.

Rule 5: Aborted Transactions — A Preview

Rule 5 of the Sixth Schedule deals with transactions that are terminated, not completed, or not concluded for any reason whatsoever. This is one of the most contentious areas of SRO 2023 — contentious in the colloquial sense, not the legal one.

The short version: the fee shall not exceed 50% of the applicable scale fee, subject to the specified minimum. But if the work was fully or substantially performed, the solicitor may charge the full scale fee.

This rule has enough practical complexity — who bears the cost, what “substantially performed” means, how it interacts with special exertion fees and section 114 agreements — that it deserves its own treatment. Read the full analysis in Aborted Transaction Fees Under SRO 2023.

Practical Worked Examples

Loan agreement (RM1,000,000). This is not a security document — it records the terms of the loan but does not create a charge, lien, or other proprietary interest. Fee governed by Rule 1 of the Sixth Schedule. Using the First Schedule Table A as guidance: 1.25% on the first RM500,000 (RM6,250) plus 1% on the next RM500,000 (RM5,000) = RM11,250 as a reference point. The actual fee is then adjusted based on the seven factors — complexity, time, skill required. A straightforward facility letter with standard terms would command a lower fee than a bespoke syndicated loan agreement with covenant packages.

Corporate guarantee. Not a security document in the SRO sense — a guarantee is a personal obligation, not a proprietary security interest. Fee governed by Sixth Schedule Rule 1. The amount guaranteed and the complexity of the guarantee terms (cross-default clauses, limitation periods, demand vs. conditional) inform the seven-factor assessment.

Power of attorney. Not a security document. Fee governed by Sixth Schedule Rule 1. A general power of attorney drawn from a standard form is a different proposition from a special power of attorney with limited and specifically defined authorities.

Negative pledge and deed of subordination. Neither creates true security. Both governed by Sixth Schedule Rule 1. The amount of the underlying facility and the negotiation involved (particularly for deeds of subordination between competing lenders) are the primary drivers.

The common thread: when the Third Schedule does not apply, the Sixth Schedule’s seven-factor test is your framework. The First Schedule gives you a scale-based reference point. The seven factors let you adjust up or down from that reference.

The Practical Challenge — and the Quotation Problem

The Sixth Schedule creates a genuine challenge for conveyancing practices: how do you quote a fee before you have done the work, when the fee depends on factors like time expended and complexity encountered?

The answer is experience and documentation. A firm that tracks its Sixth Schedule matters — time spent, document complexity, transaction value, fee charged — builds an internal reference library over time. The first corporate guarantee you quote is educated guesswork calibrated against the First Schedule. The fiftieth is a data-driven decision.

For firms that want to move beyond guesswork, a conveyancing billing system that logs time and transaction metadata alongside each Sixth Schedule quotation gives you the data to justify your fees — and the audit trail to defend them if challenged.

The SRO 2023 fee calculator handles the First through Fifth Schedule computations automatically. The Sixth Schedule, by its nature, requires professional judgement — but the judgement is better when it is informed by structured data rather than memory.

The Rules Referenced in This Article

All of the following are published by the Malaysian Bar. Where your firm’s position turns on a point of compliance, read the rule itself and take your own professional advice — this article is an educational overview, not legal advice.

• Solicitors Remuneration Order 2023 — full text (PDF)
• SRO 2023 hub page — Malaysian Bar
• BC Circular 73/2006 — meaning of “completion of transaction”