Terms & Conditions of Sale

Preamble: Two Distinct Contractual Regimes

Capital Foncier SARL (RCCM CI-ABJ-03-2024-B12-01576, NCC 2401282G, share capital XOF 6,000,000, registered office Abidjan, Cocody Deux Plateaux, 23 BP 4509 Abidjan 23) provides two distinct service offerings, each governed by its own title within these Terms:

• Title I: Land Sales (titled land, with a published ACD or land title, and plots held under a village certificate or an ADU in an approved subdivision; “Verify Before Any Commitment” rule: conditions precedent, funds held until the deed, support until the title).
• Title II: Pre-sale (pré-vente) with Notarial Escrow (subdivision programmes engaged in the official procedure, indicative delivery time of 18 to 24 months depending on the progress of the procedure, milestone-based fund release, and processing-fee refund commitment).

These two regimes apply alternatively, never cumulatively. The applicable title is determined by the nature of the asset being acquired and is recalled at the head of every contract.

Capital Foncier is not a notary, not an OHADA security agent, not a credit or payment institution under UEMOA Law 2018-572, not a real estate developer. See full status note in our Legal Notice.

I.1 Purpose & Acceptance

These Title I provisions govern the sale of the plots that Capital Foncier offers, located in an approved subdivision, and the documentary checks that accompany it. Where the seller or the holder (cédant) is a third party, Capital Foncier markets the plot on that third party’s behalf and is remunerated by them. The land reservation contract (contrat de réservation foncière) identifies the plot, the seller or the holder, the price, and the account into which the price is paid; signing it constitutes acceptance of these terms. For titled land, the sale is then recorded in an authentic deed before the notary; for a plot held under a village certificate (attestation villageoise) or a customary land-use certificate (attestation de droit d’usage coutumier, ADU) of which Capital Foncier is the holder, a notary may be involved but is not required. For a third party’s land that Capital Foncier markets, the reservation contract is drawn up by a notary and the sums are paid to the notary’s office.

I.2 Cooling-off Period (10 days)

The buyer has a ten (10) calendar-day cooling-off period from the signing of the reservation contract, in accordance with Articles 16 and 17 of Ivorian Law No. 2016-412 of 15 June 2016 on consumer protection. A period ending on a Saturday, Sunday or public holiday is extended to the next working day. The right is exercised without giving a reason, by registered letter or e-mail with acknowledgment of receipt. During this period, no payment or commitment to pay may be required or accepted from the buyer, directly or indirectly, and no service is performed for the buyer: the reservation deposit only becomes payable when the period expires.

I.3 Verify Before Any Commitment: Conditions Precedent, Funds and Remedies

I.3.1 Principle. Nothing is final until the checks are done. The reservation contract is entered into subject to the conditions precedent (conditions suspensives) set out in Article I.3.2. For each condition, it specifies the documents that establish it and the time within which it must be evidenced. That time only starts to run once the cooling-off period of Article I.2 has expired; the parties may extend it by mutual written agreement. Until the conditions that come before the deed have been evidenced, the buyer is not bound to sign the deed of sale or, for a plot held under a village certificate (attestation villageoise) or a customary land-use certificate (attestation de droit d’usage coutumier, ADU), the deed by which the holder of the customary right (cédant) relinquishes their rights in the buyer’s favour (acte d’abandon de droits). These conditions are stipulated in the buyer’s sole interest: only the buyer may waive them, by a dated and signed written statement made after the documents have been provided and no later than the end of the fifteen-day period of Article I.3.3, and only the buyer may rely on their failure.

When Capital Foncier is itself the seller, or the holder of the rights over a plot held under a village certificate or an ADU, it signs the reservation contract in that capacity. When the seller or the holder is a third party whose land Capital Foncier markets, that third party signs the reservation contract, which is drawn up by a notary (Article 460 of Law No. 2019-576 of 26 June 2019 establishing the Construction and Housing Code). Capital Foncier only offers a third party’s land for reservation if that contract includes the conditions of Article I.3.2, the interest of Article I.3.4 and the obligations of Article I.3.6, and if the sums are paid to the notary’s office.

I.3.2 Conditions Precedent.

a) Titled land.

• (1) The land has a land title (titre foncier) published in the Land Register (Livre foncier) in the seller’s name; a Definitive Concession Order (arrêté de concession définitive, ACD) published in the Land Register counts as a published land title.
• (2) No encumbrance or dispute is identified: a land status certificate (état foncier) issued by the land registry office (Conservation de la Propriété foncière et des Hypothèques, CPFH) less than thirty days before the time limit expires shows no mortgage, seizure, provisional registration (prénotation) or other entry encumbering the land, except an entry discharged out of the sale price when the deed is signed; the State domain report (état domanial) and the applicable planning documents place the land neither in the public domain, nor in a reserved right-of-way, nor in a zone where building is prohibited; any pre-emption right that applies has been cleared (Articles 185 and 186 of Law No. 2020-624 of 14 August 2020 establishing the Urban Planning and Urban Land Code); and the checks carried out reveal no claim. The conditions of this point (2) must still be met when the deed is signed, on the basis of an updated land status certificate.
• (3) The boundary survey, carried out or checked by a surveyor (géomètre expert) registered with the Ordre des géomètres experts de Côte d’Ivoire, matches the title plan as to boundaries, with no encroachment, and the measured area does not differ from the title area by more than two per cent, unless the buyer accepts the difference in writing.

b) Plot held under a village certificate or an ADU. Customary rights are personal and cannot be transferred (Article 272 of Law No. 2020-624, as rewritten by Law No. 2024-351 of 6 June 2024): the holder does not sell the plot but relinquishes their rights in favour of the buyer, who must become its designated beneficiary.

• (1) The holder’s right is established: the village certificate or the ADU names the holder for that plot, which appears on the plan of an approved subdivision holding its certificate of compliance (Article 286 of Law No. 2020-624).
• (2) No encumbrance or dispute is identified, whether a customary or family claim or the allocation of the same plot to another person, and the plot does not encroach on the public domain or on a right-of-way reserved in the plan.
• (3) The plot is marked out by a surveyor registered with the Ordre des géomètres experts de Côte d’Ivoire, in accordance with the approved subdivision plan.
• (4) The buyer is registered as the plot’s beneficiary on the validated list, or the ADU is issued in the buyer’s name. Where this registration requires the deed relinquishing the rights, that deed is signed subject to this condition, and the sums paid remain held until it is met.

If the buyer’s registration cannot be obtained, the parties may agree in writing to wait until the ACD is issued in the holder’s name: the sale is then made by notarised deed (acte authentique) (Article 223 of Law No. 2020-624, as rewritten by Law No. 2024-351), and the conditions of a) apply.

I.3.3 Failure of a Condition and Return of Sums. If, when the time limit expires, a condition has not been evidenced by the agreed documents, Capital Foncier records this in a written notice to the buyer and, where it is not itself the seller or the holder, to the seller or the holder, with supporting documents; failing that, the buyer may record it. The buyer then has fifteen days from that record to waive the condition in writing; if the buyer does not waive it, or earlier if the buyer so requests, the condition is deemed to have failed and the reservation contract lapses automatically (caducité). The seller or the holder may not rely on the failure of a condition; a condition is, however, deemed fulfilled where the buyer has personally prevented it from being met (Article 1178 of the Civil Code applicable in Côte d’Ivoire).

If the contract lapses, all sums paid by the buyer for this purchase, including the reservation deposit, are returned to the buyer without deduction or penalty, together with the interest provided for in Article I.3.4: by Capital Foncier, within thirty (30) calendar days of the lapse, for sums received into the dedicated account of Article I.3.4; by the notary, for sums deposited with the notary’s office. Where sums are deposited with a notary, Capital Foncier only offers the land for reservation if the escrow agreement, signed by the seller or the holder, gives the notary an irrevocable instruction to return those sums to the buyer upon presentation of the written record of the lapse.

If all conditions are met and the seller or the holder does not sign the deed within fifteen days of a formal notice, the buyer may choose either to enforce the reservation contract or to recover all sums paid, with the same interest, without prejudice to damages (Article 1184 of the same Code).

The reservation deposit counts towards the price. It is neither a sum the buyer would forfeit by backing out of the purchase nor one the seller or the holder could repay twice over to back out of the sale, within the meaning of Article 1590 of the same Code; a buyer who withdraws from the purchase recovers the sums paid in the cases provided for in Article I.2, in this Article and in the reservation contract.

I.3.4 Funds Held Until the Deed. During the cooling-off period of Article I.2, no payment or commitment to pay is requested or accepted, directly or indirectly, for the purchase, and no service is performed for the buyer. After that, and until all conditions are met, the buyer is asked only for the reservation deposit and the sums due on the price: the costs of the checks under Article I.3.2 are not charged to the buyer and no fee is requested from the buyer for those checks; the costs of the deed relinquishing the rights are requested from the buyer only once all conditions are met.

For titled land, sums paid towards the price, including the reservation deposit, are deposited in the escrow account of the notary’s office and remain there at least until the notarised deed of sale is signed; the notary releases them to the seller only under the release conditions of Article I.4.

For a plot held under a village certificate or an ADU, sums are paid to the notary’s office or, where Capital Foncier is the holder and the reservation contract so provides, into a Capital Foncier bank account used exclusively for buyers’ funds and kept separate from its operating accounts. Each payment corresponds to one of the stages of the process set in the contract, all of which come before the deed is signed, and gives rise to a receipt; any payment scheduled after the deed is signed falls under the instalment plan of Article I.5. The sums are handed over to the holder, or earned by Capital Foncier where it is the holder, only once all the conditions of Article I.3.2 have been met and the deed has been signed, and then according to the stages set in the contract.

Sums paid in advance on the price, including the reservation deposit, bear interest at the statutory civil rate from the end of a three-month period after each payment until the deed is signed or the sums are returned (Articles 67 and 68 of Law No. 2016-412 of 15 June 2016 on consumer protection). This interest is deducted from the balance of the price when the deed is signed, or added to the sums returned. It is payable by the seller or the holder: by Capital Foncier where it is the seller or the holder; otherwise, the reservation contract makes it payable by the third party.

I.3.5 Support Until the Title. Capital Foncier supports the buyer until the title is published in the Land Register in the buyer’s name: for titled land, until the transfer is published; for a plot held under a village certificate or an ADU, until the ACD issued in the buyer’s name is published in the Land Register, which counts as a published land title. It follows up the file with the notary, the surveyor and the authorities, and keeps the buyer informed at each stage. Before it is signed, the reservation contract states whether this support is included in the price of the land or is a separate follow-up service, and at what price. The official fees of the procedure (duties, taxes and title-issuance fees owed to the State, surveyor’s fees for the technical file) remain payable by the buyer; they are paid at cost, against receipts issued in the buyer’s name. Steps taken in the buyer’s name are taken under the buyer’s power of attorney, drawn up before a notary where the law so requires. This is a best-efforts obligation (obligation de moyens), not an obligation of result: Capital Foncier does not issue any title and makes no commitment as to the timeframes of the authorities or other parties. For a plot held under a village certificate or an ADU, the outcome and duration of the ACD procedure rest with the authorities: the official timeframe is 180 calendar days (Ministry of Construction, Housing and Urban Planning, published in BÂTIR No. 004, 2022) and it is often longer in practice; the reservation contract states what follows if that procedure fails. This support ends when the title is published or when the authorities take a decision that prevents it.

I.3.6 Problems After the Deed. The seller remains liable to the buyer by law for eviction, meaning the loss of all or part of the land because of a third party’s right or an encumbrance not declared at the time of sale, and for hidden defects, under Articles 1625 to 1649 of the Civil Code applicable in Côte d’Ivoire. For a plot held under a village certificate or an ADU, those Articles presuppose a sale, and customary rights cannot be transferred: the holder therefore undertakes, in the reservation contract they sign, to answer to the buyer for the existence of their right, for any third-party claim based on a cause predating the deed and for hidden defects in the plot; failing that, the holder returns the sums received, without prejudice to damages (Articles 1147, 1235 and 1376 of the same Code).

When Capital Foncier is itself the seller or the holder, it is bound like any seller or holder and answers to the buyer directly: it examines the buyer’s claim and replies in writing within thirty (30) days and, if a third party claims the land, it stands with the buyer against that third party; the buyer remains free to be assisted by a lawyer of their choice.

When the seller or the holder is a third party, Capital Foncier does not assume their obligations, but works with the buyer to pursue the buyer’s remedies, which remain the buyer’s own: it gathers the documents in the file, prepares formal notices, takes the matter up, under the buyer’s written authority, with the notary, the surveyor or the relevant authority and, if court action becomes necessary, prepares it with the lawyer chosen by the buyer. Capital Foncier does not represent the buyer in court. This assistance extends the support of Article I.3.5 to the file Capital Foncier put together for this purchase; it is not invoiced separately, and any other work is subject to a prior quote. It does not include payment of any court costs, lawyer’s fees or sum owed to the buyer by the seller, the holder or a third party: those costs and fees remain payable by the buyer, who may claim them from the seller or the holder as provided by law.

I.3.7 Scope. This Article applies to every purchase under Title I, whether it concerns titled land or a plot held under a village certificate or an ADU in an approved subdivision. Pre-sale programmes remain governed by Title II, which includes the processing-fee refund commitment (Articles II.6 and II.9).

I.4 Notarial Escrow

For titled land, funds are held in notarial escrow (the notary’s office account) until the release conditions defined in the contract are met (transfer of ownership, publication of the transfer in the Land Register).

I.5 Payment Terms & Instalment Plans

For titled land, the price is paid by bank transfer into the escrow account of the notary’s office. For a plot held under a village certificate or an ADU, it is paid as provided in Article I.3.4; each payment gives rise to a receipt. An instalment plan may be offered, at no extra cost on certain plots, according to the plot’s listing and the contract. Staged payments made before the deed is signed are sums paid in advance on the price (Article I.3.4). Where part of the price is payable after the deed is signed, the instalment plan falls under Articles 144 et seq. of Law No. 2016-412 of 15 June 2016, which treat it as a credit transaction: it is set out in a prior written offer, and the buyer may go back on their acceptance within fifteen working days (Articles 151 and 159).

I.6 Confidentiality & Personal Data

Personal data is processed in accordance with Ivorian Law No. 2013-450 on personal data protection and, where applicable, the EU GDPR. See our Privacy Policy for full details.

I.7 Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control (acts of public authority, natural disasters, civil unrest, blocked administrative procedures).

I.8 Governing Law and Disputes

These provisions are governed by Ivorian law and the applicable OHADA Uniform Acts. In the event of a dispute, the parties first seek an amicable solution; failing that, the dispute is brought before the competent court under the ordinary rules. The reservation contract contains no jurisdiction clause (Article 16 of Law No. 2016-412 of 15 June 2016).

II.1 Qualification of the Pre-Notarial Reservation Contract

II.2 Notarial Escrow Account and Conventional Sequestration

The plot price and all other sums owed by the buyer to the developer in connection with a pre-sale programme are placed in the notarial escrow account of the instrumenting notary, who acts as conventional escrow holder under Article 1956 of the Ivorian Civil Code. Capital Foncier never receives or holds these funds, on any account.

The notary releases funds to the developer exclusively against validation of administrative milestones (T0–T5 + RG, see Article II.4), upon the notary’s own decision and responsibility.

II.3 Allocation of Additional Plots as Security (Article 199, OHADA Uniform Act on Securities)

II.4 Milestone Schedule (T0–T5 + RG) and Prior Technical Opinion

The funds escrowed under Article II.2 are released to the developer in successive tranches, each conditional upon the validation of an administrative milestone:

• T0: reservation signature; release of study and processing fees.
• T1: subdivision permit signed (autorisation de lotir); start of survey marking and primary VRD.
• T2: public inquiry closed without opposition; customary rights cleared.
• T3: technical commission validated; roads, water (SODECI), electricity (CIE).
• T4: ministerial signature of the order; VRD completion, ministry tax.
• T5: registration and delivery of titles; balance of works.
• RG: contractual end-of-works retention, released six (6) months after effective delivery.

Before each release, Capital Foncier issues a prior technical opinion to the notary, attesting that (a) the administrative milestone is effectively validated by the competent authority (Ministry in charge of Urban Planning, SIGFU, AFOR as applicable) and (b) the supporting documents presented by the developer are consistent with the project. This opinion is informational and does not bind the notary, who alone decides on the release.

II.5 Role of Capital Foncier in Pre-Sale Programmes

On every pre-sale programme, Capital Foncier markets the plots on behalf of the developer, who sells them, and provides operational follow-up of the programme: structuring of the milestone schedule and prior technical opinion addressed to the notary (Article II.4). The plot price and the other sums owed to the developer are held in notarial escrow (Article II.2).

For the buyer, reserving a plot is neither a subscription of securities or shares, nor a collective investment, nor any other regulated financial product within the meaning of AMF-UMOA (formerly CREPMF) regulation: the buyer reserves an identified land plot.

Capital Foncier’s assignment is set out in writing with the developer, who pays for it, and the buyer is informed of this before signing. Capital Foncier’s prior technical opinion remains informational: the notary alone decides on the release of funds (Article II.4).

II.6 Refund Commitment in Case of Qualified Programme Failure

II.7 Articulation between Title I and Title II: Distinct Mechanisms

II.8 Cooling-off Period (45 days)

Given the duration of the development cycle, the buyer benefits from a contractual cooling-off period of forty-five (45) days from the signature of the pre-notarial reservation contract, which includes the ten (10) calendar-day statutory period under Articles 16 and 17 of Ivorian Law No. 2016-412 of 15 June 2016 on consumer protection. During these first ten (10) days, no payment or commitment to pay may be required from the buyer. The right is exercised by registered letter or e-mail with acknowledgment, addressed jointly to Capital Foncier and to the instrumenting notary.

If the buyer withdraws within the forty-five (45) day period, the notary returns in full the sums held in notarial escrow. Processing fees collected under Article II.9 are also refunded.

II.9 Processing fees (XOF 75,000 flat rate)

A flat-rate processing fee of seventy-five thousand (75,000) XOF is collected by Capital Foncier; it only becomes payable once the ten (10) calendar-day statutory period following the signature of the pre-notarial reservation contract has expired (Article II.8), never during that period. This fee covers buyer onboarding, identity verification (KYC), drafting of the reservation contract and arranging its signature, and coordination with the notary. It is fully refunded in case of cooling-off (Article II.8) or qualified programme failure (Article II.6).

II.10 Signature of the Reservation Contract

The pre-notarial reservation contract is signed by hand at the office of the instrumenting notary, by the buyer in person or by a representative holding a notarised power of attorney.

The authentic deed is signed before the notary, in person or by power of attorney.

Annexes

• Annex III: Qualified failure cases for Title II pre-sale programmes (definitive list, evidence requirements, refund mechanics), under legal review.
• Annex IV: Pre-notarial reservation contract template, under legal review (drafted jointly with the instrumenting notary).

Annexes are being finalised with our Ivorian counsel and will be published as separate downloadable PDFs.