Privacy Policy

LAND REPUBLIC LIMITED (RC 1866130)

PROPERTY RESALE POLICY

Effective Date: 1 September 2026  |  Version: 2.0  |  Jurisdiction: Federal Republic of Nigeria

Governing Legal Framework

This Policy is construed pursuant to the following Nigerian statutes and regulations:

• Land Use Act 1978, Cap. L5, LFN 2004
• Land Instruments Registration Law (applicable State)
• Federal Competition and Consumer Protection Act (FCCPA) 2018
• Capital Gains Tax Act, Cap. C1, LFN 2004 as amended
• Stamp Duties Act, Cap. S8, LFN 2004 as amended
• Value Added Tax Act (VATA) 2021 and Finance Act 2023
• FIRS Withholding Tax Regulations
• Money Laundering (Prevention and Prohibition) Act 2022
• EFCC (Establishment) Act 2004
• CBN Regulations on Electronic Payments
• Estate Surveyors and Valuers (Registration etc.) Act, Cap. E13, LFN 2004
• Arbitration and Mediation Act 2023
• Evidence Act 2011, Cap. E14, LFN 2004

1. Purpose, Scope, and Transaction Structure

1.1 Purpose

This Property Resale Policy (“this Policy”) is issued by Land Republic Limited, a company incorporated under the Companies and Allied Matters Act (CAMA) 2020 with registration number RC 1866130, with its registered address at 20 Ibrahim Odofin Street, Idado Estate, Lekki, Lagos State, Nigeria, and governs the terms on which the Company provides Resale Facilitation Services to clients who originally purchased land, shops, or commercial units through the Company and now wish to transfer those properties to incoming buyers.

1.2 The Resale Scenario This Policy Governs

This Policy applies to the following transaction structure:

1. An original purchaser of a Land Republic property (“the Seller”) who previously acquired title through a Subscription Agreement with Land Republic Limited, and whose property has remained within Land Republic's estate management portfolio.
2. The Seller wishes to transfer that property to a new incoming buyer (“the Buyer”) who is acquiring it from the Seller, and not directly from Land Republic.
3. Land Republic Limited acts in its capacity as portfolio manager of the estate and facilitator of the resale marketplace. It is not a party to the underlying sale transaction between the Seller and the Buyer, but it is responsible for preparing the two instruments that give that transaction legal effect, as explained in Section 1.3 below.

1.3 The Contract of Sale and the Deed of Assignment: How the Transaction Is Actually Governed

A resale transaction between a Seller and a Buyer is governed by two distinct documents, and it is important that both parties understand the difference between them:

• The Contract of Sale is the document that records the commercial terms the Seller and the Buyer have agreed between themselves through the resale marketplace – the identity of the parties, the property being sold, the price, the payment plan or structure, and any other condition attached to the sale. It is the written record of what the parties have agreed to do.
• The Deed of Assignment is the instrument that actually transfers title in the property from the Seller to the Buyer. It is the document that gives legal effect to the transfer once the terms recorded in the Contract of Sale have been satisfied, and it is what the Buyer will ultimately rely on, together with the Seller's original title documents, as their root of title.

Land Republic prepares both the Contract of Sale and the Deed of Assignment for every resale transaction, based on the terms agreed between the Seller and the Buyer, and facilitates their execution by both parties. Where the nature of the transaction requires it, Land Republic will also prepare a transfer of ownership document to accompany the Deed of Assignment. Land Republic's responsibility begins and ends with the preparation and execution of these instruments: it does not extend to Perfection – that is, obtaining Certificates of Occupancy, Governor's Consent, paying Stamp Duty, or registering the transfer at the Land Registry – which remains the sole responsibility of the Seller and the Buyer, as set out in Section 6 below.

Understanding Land Republic's Role: What We Are and What We Are Not

LAND REPUBLIC IS:

• The portfolio and estate manager of the property throughout the listing and resale period
• The operator of the Resale Marketplace on which the property is listed
• The party that coordinates inspections, manages offers, and facilitates the handover process
• An escrow agent or regulated payment intermediary.
• Responsible for preparing the Contract of Sale and the Deed of Assignment between the Seller and the Buyer, and, where necessary, a transfer of ownership document, based on the terms the parties have agreed
• The estate gatekeeper that must approve and onboard the incoming Buyer as a new estate member
• The party that deducts and remits Withholding Tax on any sales partner commission arising from the transaction

LAND REPUBLIC IS NOT:

• Responsible for Perfection – obtaining Certificates of Occupancy, Governor's Consent, paying Stamp Duty, or registering the transfer at the Land Registry – all of which remain the Seller's and Buyer's responsibility
• Liable for Stamp Duties, Capital Gains Tax, Governor's Consent fees, or VAT on the Seller's or Buyer's professional engagements
• A source of personalised legal advice to either party. Both the Seller and the Buyer are encouraged to seek independent legal advice on their own position before the Contract of Sale and Deed of Assignment are executed

2. Responsibility Matrix

The table below sets out how responsibility is divided between the Seller, the Buyer, and Land Republic in every resale transaction. It is a material term of this Policy and is incorporated into every Resale Acceptance Notice.

3. Definitions

In this Policy, the following words carry the meanings set out below:

• “Seller” means an original Land Republic client who holds title to a property acquired through Land Republic Limited and who now wishes to transfer that property through the Company's Resale Facilitation Services.
• “Buyer” or “Incoming Buyer” means the person or entity acquiring the property from the Seller through the resale process, who becomes a new member of the Land Republic estate on completion.
• “Contract of Sale” means the document prepared by Land Republic that records the commercial terms agreed between the Seller and the Buyer – the parties, the property, the price, the payment plan, and any other condition attached to the sale.
• “Deed of Assignment” means the instrument prepared by Land Republic that transfers title in the property from the Seller to the Buyer, and which, together with the Seller's original title documents, becomes the Buyer's root of title.
• “Original Documents” means the original Contract of Sale, Deed of Assignment, Receipt of Purchase, Allocation Letter, and Survey received by the Seller from Land Republic at the time of the Seller's own original purchase of the property, which the Seller must submit to Land Republic under Section 10 before a resale can proceed.
• “Resale Facilitation Services” means the services Land Republic provides in connection with a resale: eligibility review, listing, inspection coordination, offer management, preparation of the Contract of Sale, Deed of Assignment and Survey, and incoming Buyer onboarding.
• “Resale Marketplace” means Land Republic's official listing platform on which eligible properties are advertised for resale.
• “Resale Acceptance Notice” means the written notice by which Land Republic confirms that a property has been accepted for listing on the Resale Marketplace.
• “Administrative Fee” means the fee payable by the Seller on submission of a Resale Intention Notice, as set out in Section 5, or, in the circumstances described in Section 7A, the fee charged to a defaulting incoming Buyer following a rescission or default after offer acceptance and part payment.
• “Documentation Fee” means the fee payable by the Seller in connection with the preparation and review of the Contract of Sale, the Deed of Assignment, and related resale documentation, as set out in Section 5.
• “Commercial Resale Product” means a shop, apartments, houses or commercial unit being resold through Land Republic, referred to separately in Section 5 because the fees applicable to it differ from those applicable to land.
• “Replacement Buyer” means a third party who purchases the property in place of a defaulting incoming Buyer, whether that replacement is found by the defaulting Buyer, by Land Republic, or by a sales partner, as described in Section 7A.
• “Statutory Charges” means the government levies and taxes connected with the resale – Stamp Duty, Capital Gains Tax, Governor's Consent fees, and Land Registry fees – all of which remain the responsibility of the Seller and the Buyer.
• “Perfection” means obtaining Governor's Consent under Section 22 of the Land Use Act 1978, paying Stamp Duty, and registering the transfer at the relevant State Land Registry – steps that the Seller and Buyer complete independently, using the Deed of Assignment that Land Republic has prepared.
• “Portfolio Management” means Land Republic's ongoing management of the property and estate infrastructure on behalf of the owner for as long as the property remains within the Land Republic estate.

4. Property Management During the Listing Period

The property remains under Land Republic's management throughout the listing period. In practice, this means:

1. Land Republic continues to maintain the estate infrastructure, common areas, and services connected with the property while it is listed.
2. Estate management charges continue to accrue and remain payable by the Seller throughout the listing period, and all outstanding dues must be settled before a Resale Acceptance Notice is issued.
3. The Seller must not take any action during the listing period that diminishes the value or condition of the property, breaches estate rules, or prejudices a prospective buyer's interests.
4. Land Republic's continued management of the property during listing is not an endorsement of the Seller's asking price, nor a warranty of the property's condition or title.
5. Once the resale completes and the incoming Buyer executes the Contract of Sale and Deed of Assignment, Land Republic's portfolio management relationship moves from the Seller to the Buyer, and the Seller's estate obligations end on that date.

5. Fees: What Land Republic Charges

The resale price a Seller publishes on the Resale Marketplace already reflects the full cost of bringing a buyer to the transaction, including any compensation due to a sales partner who procures that buyer. For that reason, this Policy does not itemise a sales commission as a separate charge to either party – it is priced into the transaction, not added on top of it. What Land Republic charges directly, and what is set out below, are the Administrative Fee and the Documentation Fee, together with the Estate Re-onboarding Fee payable by an incoming Buyer.

5.1 Fees on the Resale of Land

The Documentation Fee covers Land Republic's preparation of the Contract of Sale and the Deed of Assignment, and the accompanying review of the Seller's Original Documents described in Section 10.

5.2 Fees on the Resale of Shops and Commercial Units

Because a shop or commercial unit resale calls for a closer review of the unit's estate compliance history, the Administrative Fee and Documentation Fee for these properties are charged as a percentage of the resale price rather than as a fixed sum:

5.3 Withholding Tax on a Sales Partner's Commission

Where a sales partner has procured the incoming Buyer and is owed a commission out of the resale proceeds, Land Republic deducts Withholding Tax from that commission at the rate prescribed by FIRS for individual sales partners and for corporate sales partners before paying the balance to the sales partner. The tax withheld is remitted to FIRS and a credit note is issued to the sales partner. This is a regulatory deduction made on the sales partner's behalf, and it does not add anything to the amount either the Seller or the Buyer pays under the Contract of Sale.

6. The Contract of Sale and Deed of Assignment

6.1 What Land Republic Prepares, and What It Does Not

Once a Seller and a Buyer have agreed to proceed on price, on the payment plan where one applies, and on any other condition attached to the sale, as required under Section 7A.1 – Land Republic prepares the Contract of Sale recording those terms, and the Deed of Assignment that will transfer title once the terms of the Contract of Sale have been met. Where the circumstances of the transaction call for it, Land Republic also prepares a transfer of ownership document to accompany the Deed of Assignment.

Preparing these documents is not the same as advising either party on the transaction. Land Republic drafts the Contract of Sale and Deed of Assignment based on what the Seller and Buyer tell it they have agreed; it does not negotiate those terms on behalf of either party, and it does not warrant that the terms are fair, adequate, or in either party's best interest. The Seller and the Buyer are each free to seek independent legal advice before signing, and are encouraged to do so.

6.2 What the Contract of Sale and Deed of Assignment Must Contain

Before Land Republic will prepare and issue the Contract of Sale and Deed of Assignment, the Seller and the Buyer must have supplied the information necessary to complete the following:

Where the information supplied is incomplete, Land Republic will notify the Seller in writing within 5 business days, specifying what is missing. The Seller has 10 business days to supply it, failing which Land Republic may decline to proceed with the resale.

6.3 Source of Funds and Anti-Money Laundering Declarations

Every Contract of Sale prepared by Land Republic will include a declaration by the Buyer that the funds used for the purchase are lawfully sourced, an undertaking to produce evidence of this on request, and an acknowledgement by both parties of their obligations under the Money Laundering (Prevention and Prohibition) Act 2022 and the EFCC (Establishment) Act 2004. A breach of this declaration entitles Land Republic to terminate the transaction and to report the matter to the Nigerian Financial Intelligence Unit.

Land Republic's Own Anti-Money Laundering Obligation

Independently of the declaration built into the Contract of Sale, Land Republic has its own obligation under the Money Laundering (Prevention and Prohibition) Act 2022 to file a Suspicious Transaction Report with the Nigerian Financial Intelligence Unit wherever it has reasonable grounds to suspect financial crime. Land Republic may pause or end its facilitation of a resale at any point, without liability, if it forms such a suspicion, regardless of what the Contract of Sale says.

7. The Resale Process, Step by Step

Before Land Republic prepares the Contract of Sale and Deed of Assignment at Step 6 below, the Seller and the incoming Buyer must have reached agreement on price, payment plan, and any other condition attached to the sale, in line with Section 7A.1.

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7A. If the Buyer Rescinds or Defaults After Offer Acceptance

7A.1 Terms Must Be Agreed Before Acceptance

The Seller and the incoming Buyer must agree on the purchase price, the payment plan, and any other condition attached to the sale before an offer is accepted. Once accepted and recorded in the Contract of Sale, those terms bind both parties, and neither may change the price, the payment plan, or any other agreed condition without the other's written consent.

7A.2 What Happens If the Buyer Rescinds or Defaults After Part Payment

If the incoming Buyer, having had an offer accepted and having paid part of the resale price, decides to rescind the transaction, or falls into default on the agreed payment plan such that the sale cannot go ahead, the following applies:

1. The defaulting Buyer is charged an Administrative Fee and documentation fee for the failed transaction, deducted from the money already paid.
2. The defaulting Buyer is entitled to a refund of what remains – the amount paid, less the Administrative Fee and documentation fee but only once, and only when, a Replacement Buyer for the property has been found, whether by the defaulting Buyer, by Land Republic, or by a sales partner.
3. No refund is processed, and no refund timeline begins to run, until that Replacement Buyer has either completed the purchase or committed contractually to doing so.
4. If the Replacement Buyer ends up paying less than the defaulting Buyer had agreed to pay, Land Republic may adjust the refund due to the defaulting Buyer to reflect that shortfall, on top of the Administrative Fee and documentation fee already deducted.

7A.3 There Is No Guaranteed Sale or Timeline

The Seller and the defaulting Buyer should understand, at every stage, that Land Republic does not guarantee that a Replacement Buyer will be found, and gives no fixed timeline for finding one, for completing a replacement sale, or for making any resulting refund. How long this takes depends on the market, on the nature and location of the property, and on other factors outside Land Republic's control.

7A.4 Every Case Is Considered on Its Own Facts

Before Land Republic begins a refund process for any transaction in default, it will look at the specific circumstances of that case, how much had been paid, the reason for the default, the Buyer's conduct, and the state of the market at the time, and will use this to decide the Administrative Fee and documentation fee and the timing of any refund. This is a deliberately case-by-case exercise rather than a fixed formula.

7A.5 This Fee Is Separate From the Seller's Fees Under Section 5

The Administrative Fee charged to a defaulting Buyer under this Section 7A is entirely separate from the Administrative Fee and Documentation Fee the Seller pays under Section 5. One is a listing cost borne by the Seller; the other is a consequence of a Buyer's own default.

7A.6 This Section Stops Applying Once the Sale Completes

Section 7A only applies between offer acceptance and completion – that is, before Perfection and before the incoming Buyer's Estate Management Agreement takes effect. Once a resale has completed and the Buyer has taken title, this Section no longer has any application, and any later dispute is a matter between the parties under the Contract of Sale and Deed of Assignment they have executed.

8. Bringing the Incoming Buyer Into the Estate

Once a resale completes, the incoming Buyer cannot access estate services or benefit from Land Republic's ongoing management of the property until they have been formally onboarded. This means:

1. The incoming Buyer must execute the Contract of Sale and Deed of Assignment before estate access begins.
2. From the date the Agreement takes effect, the incoming Buyer takes on all estate obligations attached to the property, and the Seller's obligations end.
3. Land Republic may decline to onboard a Buyer it has reasonable grounds to believe poses a risk to the estate, has supplied false documentation, or has not satisfied ordinary identification checks.
4. If onboarding is declined, Land Republic will give the Seller written reasons within 5 business days, and the Seller may re-list the property. The Administrative Fee and Documentation Fee already paid are not refunded in this situation, since the listing and facilitation work has already been done.

9. Who Can List, and When Land Republic May Decline

9.1 Eligibility to List

A Seller may request Resale Facilitation Services only where:

1. The Seller holds valid, unencumbered title, free of any undisclosed mortgage, charge, or third-party interest.
2. Estate management dues are current, with no arrears outstanding.
3. The property is not the subject of active litigation, an adverse claim, or a government investigation.
4. The Seller has not already entered into a private sale arrangement with a third party before securing Land Republic's approval.
5. The Seller can produce valid identification and the Original Documents required under Section 10.

9.2 When Land Republic May Decline

Land Republic may decline to list, or may stop facilitating, a resale where:

• The Seller does not meet the eligibility conditions in Section 9.1.
• The information needed for the Contract of Sale is not supplied within the cure period described in Section 6.2.
• There are reasonable grounds to suspect fraud, financial crime, or misrepresentation.
• The incoming Buyer cannot satisfy basic identification checks.
• The proposed resale price is so far removed from market conditions that listing it could damage the estate's reputation.

Any decline is communicated in writing with reasons. The Administrative Fee and documentation fees are not refundable.

10. The Original Documents the Seller Must Submit

When a Seller first purchased their property from Land Republic, they were issued a set of original documents evidencing that purchase. Before Land Republic will proceed with a resale, the Seller must submit those original documents – not copies – together with the Resale Intention Notice. The documents required are:

• The original Contract of Sale from the Seller's own purchase of the property.
• The original Deed of Assignment issued to the Seller at that time.
• The original Receipt of Purchase.
• The original Allocation Letter.
• The original Survey.

Land Republic asks for these documents in their original form, rather than as copies, for two reasons. First, surrendering the originals is the clearest evidence that the Seller is not simultaneously using the same documents to sell the property to somebody else. Second, once the resale completes, these same originals – together with the new Deed of Assignment – become the root of title that the incoming Buyer will hold and rely on going forward. Land Republic issues a written acknowledgement of receipt when the Original Documents are submitted, and retains them securely pending completion of the resale.

If a resale does not proceed to completion – for example, because Land Republic declines the listing, or because no buyer is found – the Original Documents are returned to the Seller.

11. Limits on Land Republic's Liability

• Land Republic is not liable if the Seller cannot achieve a desired price, or cannot find a buyer within any particular time.
• Land Republic is not liable for delays or complications in Perfection – the Governor's Consent, Stamp Duty, or Land Registry process – none of which it controls.
• Because Land Republic prepares the Contract of Sale and Deed of Assignment based on what the Seller and Buyer tell it they have agreed, it is not liable for the adequacy or fairness of those agreed terms, or for either party's failure to seek independent legal advice before signing.
• Land Republic is not liable for the Seller's tax position, including Capital Gains Tax.
• Land Republic is not liable for how long it takes to find a Replacement Buyer under Section 7A, or for a Replacement Buyer never being found at all.
• Land Republic's total liability for any claim connected with Resale Facilitation Services is limited to the fees actually paid to Land Republic in respect of that transaction, whether paid by the Seller or, in a Section 7A situation, by the defaulting Buyer.
• None of the above limits Land Republic's liability for fraud, wilful misconduct, or negligence causing death or personal injury.

12. Resolving Disputes

A dispute connected with this Policy or with Resale Facilitation Services, including anything arising under Section 7A, is resolved in this order:

1. Internal resolution by the Customer Experience Manager, within 21 business days of a written referral.
2. A regulatory complaint to the FCCPC under the FCCPA 2018, or to the CPC, with which Land Republic will cooperate fully.
3. Mediation under the Lagos Multi-Door Courthouse Rules, and, failing that, arbitration under the Arbitration and Mediation Act 2023, seated in Lagos, conducted in English, with a final and binding award.

13. General Provisions

This Policy and the Seller's original Subscription Agreement together form the entire agreement between Land Republic and the Seller – and, where Section 7A applies, the incoming Buyer – in respect of Resale Facilitation Services, and supersede anything said or written before. Amendments take effect 30 days after notice on the Company's website and do not apply retroactively to transactions already accepted. This Policy is governed by the laws of the Federal Republic of Nigeria, and nothing in it displaces a mandatory right under the FCCPA 2018, the Land Use Act 1978, or applicable tax law.

14. Getting in Touch

Channel

Details

Resale enquiries

support@landrepublic.co

Phone

+234 812 222 2283

Website and Marketplace

www.landrepublic.co

Regulatory complaints

FCCPC: www.fccpc.gov.ng  |  CPC: www.cpcon.gov.ng

Registered office

Land Republic Limited (RC 1866130), 20 Ibrahim Odofin Street, Idado Estate, Lekki, Lagos State, Nigeria

ISSUED BY THE AUTHORITY OF LAND REPUBLIC LIMITED (RC 1866130)

Effective Date: 1 March 2026  |  Version: 5.0

This document is subject to periodic review. Whenever a review is conducted, Land Republic Limited shall issue a new version of this document and shall notify clients/users of the update through the Company's official communication channels. This document remains in force, as issued, until such a new version is published.

This document is the official and authoritative Property Resale Policy of Land Republic Limited and supersedes all prior versions.

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