AMCON Property Acquisition Agreement (Nigeria)

An AMCON Property Acquisition Agreement in Nigeria governs the sale and transfer of property between buyer and seller and the obligations of each.

AMCON was established in 2010 as a special purpose vehicle to acquire non-performing loans (NPLs) and their underlying collateral from Nigerian deposit money banks following the Central Bank of Nigeria's (CBN) 2009 systemic banking crisis interventions. Under Section 6 of the AMCON Act, AMCON has power to acquire, manage, and dispose of eligible bank assets, which include mortgaged real property, leasehold interests, and other collateral originally pledged to banks by defaulting borrowers. As at 2024, AMCON's balance sheet included thousands of properties across Nigeria with an estimated book value exceeding NGN 5 trillion.

Section 49 of the AMCON Act 2010 confers exclusive original jurisdiction on the Federal High Court over all suits involving AMCON, displacing the concurrent jurisdiction of state High Courts. This unique feature affects where disputes arising from an AMCON Property Acquisition Agreement may be litigated.

When AMCON disposes of a property, it transfers its statutory right of occupancy (which it holds as the legal assignee of the original mortgagor) to the buyer. The transfer requires the execution of a Deed of Assignment and, critically, the Governor's consent under Section 22 of the Land Use Act 1978, without which the transfer is void under Section 26 of that Act. The AMCON Property Acquisition Agreement precedes the Deed of Assignment and sets out the purchase price, payment schedule, conditions for completion, and representations by AMCON as to its title.

The legal framework governing the AMCON Property Acquisition Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a AMCON Property Acquisition Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Land Use Act 1978 (Cap. L5, LFN 2004) sets the foundational requirements.

An AMCON Property Acquisition Agreement is needed whenever a buyer acquires any real property from AMCON's portfolio of eligible bank assets in Nigeria.

Real estate investors and private equity funds seeking distressed property at below-market prices use AMCON auctions and private sales as a source of commercial real estate — including office buildings in Lagos Island and Victoria Island, retail complexes, hotels, and industrial warehouses in Lagos, Abuja, Kano, and Port Harcourt.

Individuals seeking residential property in prime locations at reduced prices participate in AMCON sales where high-end residential properties, originally mortgaged to banks by defaulting borrowers, come to market.

Manufacturing companies and agricultural investors seeking to acquire factories, plants, or agricultural land previously owned by distressed manufacturing borrowers use the AMCON Property Acquisition Agreement to formalise the purchase.

Developers acquiring multiple adjacent plots or properties held by AMCON for estate development, mixed-use projects, or affordable housing schemes need this agreement to document the acquisition before proceeding to obtain Governor's consent, planning approval from LASURPA (Lagos State Urban and Regional Planning Authority) or the FCT Development Control Department, and building permits.

Lenders financing the purchase of AMCON properties — including commercial banks and development finance institutions — require a signed AMCON Property Acquisition Agreement as part of the loan security package before funding the acquisition.

Parties in Nigeria should prepare a AMCON Property Acquisition Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

An AMCON Property Acquisition Agreement should contain the following key elements.

Parties: AMCON (as vendor, with its registered address at AMCON House, 3 Zagari Close, Off Ibrahim Babangida Way, Maitama, Abuja) and the buyer, with full legal name, address, and RC number (for companies registered with the CAC under CAMA 2020).

Property description: The full legal description of the property, referencing the Certificate of Occupancy number, survey plan number filed with the relevant State Land Registry, and the physical address.

AMCON's title: AMCON's basis for selling — the original Deed of Mortgage or Debenture under which the property was pledged, the Deed of Assignment from the originating bank to AMCON, and the eligible bank asset reference number.

Purchase price: The agreed price in Nigerian Naira (NGN), the deposit payable on execution (typically 10–25%), and the timetable for payment of the balance.

Conditions for completion: Obtaining Governor's consent under Section 22 of the Land Use Act 1978; clearance of any cautions or court orders registered against the property; and (in some cases) vacant possession from any occupying party.

AMCON's representations: That AMCON has the legal right to sell as statutory assignee; that the property is free from undisclosed encumbrances (subject to disclosed cautions and existing liens); and that no other binding sale agreement exists with any third party.

Buyer's obligations: Payment of stamp duty under the Stamp Duties Act Cap S8 LFN 2004; registration at the Land Registry; obtaining Governor's consent; and acceptance of the property in its current physical condition ('as is').

Dispute resolution: Exclusive jurisdiction of the Federal High Court, consistent with Section 49 of the AMCON Act 2010.

Additional compliance elements for a AMCON Property Acquisition Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.