Deed of Assignment in Nigeria: The Complete Step-by-Step Guide

Deed of Assignment in Nigeria: The Complete Step-by-Step Guide

The Deed of Assignment is the document at the heart of virtually every private property transaction in Nigeria. Whether you are buying a flat in Lekki, a plot in Abuja, or a house in Port Harcourt, the Deed of Assignment is what records the transfer of ownership from seller to buyer. Get it right and your investment is protected. Get it wrong ???????? or skip steps ???????? and you may have paid for a property you do not legally own.

This guide explains exactly what a Deed of Assignment is, why it matters, every clause it should contain, the step-by-step process to execute and perfect it, the costs involved, and the pitfalls that trap thousands of Nigerian buyers every year.

What Is a Deed of Assignment?

A Deed of Assignment is a legal instrument by which a person (the assignor) transfers their interest in a property ???????? specifically, their statutory right of occupancy or customary right of occupancy ???????? to another person (the assignee) in exchange for a consideration (typically money).

The legal authority for this instrument derives primarily from:

• The Land Use Act, Cap. L5, Laws of the Federation of Nigeria 2004 ???????? which vests all land in state Governors and requires Governor's Consent for any alienation
• The Conveyancing Act 1881 ???????? which still applies in southern Nigeria (the common law framework governing transfers)
• The Property and Conveyancing Law ???????? applicable in western Nigeria states
• State-specific land instruments registration laws ???????? which govern stamping and registration

The Critical Role of Governor's Consent

Section 22 of the Land Use Act is unequivocal: "It shall not be lawful for the holder of a statutory right of occupancy granted by the Governor to alienate his right of occupancy or any part thereof by assignment, mortgage, transfer of possession, sublease, or otherwise howsoever without the prior consent of the Governor first had and obtained."

This means a Deed of Assignment that has not received Governor's Consent is legally incomplete. In practical terms:

• The Deed is a valid contract between the parties ???????? the seller cannot simply take the money back
• But the buyer does not hold a perfected right of occupancy enforceable against the world
• Banks will not accept the property as mortgage collateral
• Third parties (including subsequent purchasers) may not be bound by the transaction
• The state government could, in theory, ignore the assignment in any subsequent dealing with the land

Always insist on obtaining Governor's Consent. It is not optional.

Structure of a Valid Deed of Assignment

A professionally drafted Deed of Assignment in Nigeria contains the following sections in sequence:

1. Heading and Date

The document opens with its full title ???????? "DEED OF ASSIGNMENT" ???????? and the date of execution. The date is important because it determines the timeline for consent application and stamp duty payment (penalties apply for late stamping).

2. Parties

The full legal names, addresses, and descriptions of both the assignor (seller) and the assignee (buyer). If either party is a company, the RC number, registered address, and name of the authorised signatory are stated. If the property is jointly owned, all joint owners must be named as assignors.

3. Recitals

The recitals are the "whereas" clauses that set out the history of the property and the context of the transaction:

• How the assignor came to hold the property (e.g., "WHEREAS the Assignor is the registered holder of a Statutory Right of Occupancy evidenced by Certificate of Occupancy No. XYZ...")
• Any prior transactions on the property
• The parties' agreement to transact on the stated terms

4. Consideration

The price paid for the property. This must be stated accurately ???????? both in words and figures. Understating the purchase price to reduce stamp duty is a criminal offence under the Stamp Duties Act and can render the Deed unenforceable.

5. Operative Words of Assignment

The core of the Deed: the formal words of transfer. Standard language:

"NOW THIS DEED WITNESSETH that in consideration of the sum of [amount] paid by the Assignee to the Assignor (the receipt of which the Assignor hereby acknowledges), the Assignor AS BENEFICIAL OWNER hereby assigns unto the Assignee ALL THAT piece and parcel of land situate at [property description] together with all buildings, fixtures, and appurtenances thereon, TO HOLD the same unto the Assignee for the unexpired residue of the term of [99] years granted by the Certificate of Occupancy..."

6. Property Description

A precise legal description of the property, referencing:

• Survey plan number and the name of the licensed surveyor
• Dimensions and boundaries (with compass bearings where applicable)
• Plot number, block, layout name, and local government area
• The Certificate of Occupancy number (if applicable)

Vague descriptions such as "a piece of land at Lekki" without survey reference numbers are legally insufficient and should never be accepted.

7. Covenants

Promises made by each party, typically including:

• Quiet enjoyment: The assignor warrants that the buyer will hold the property without interference
• Title: The assignor warrants that they have the right to assign and that the property is free from encumbrances (except those disclosed)
• Further assurance: The assignor agrees to execute any further documents necessary to perfect the assignee's title
• Compliance with conditions: Both parties agree to comply with the conditions of the underlying C of O (if any)

8. Schedule

Additional documents incorporated by reference, typically including a copy of the survey plan and any relevant plan extracts.

9. Execution

Signatures of the parties and witnesses. For individuals: signature, full name, and address of each party, witnessed by a named individual who is not a party to the transaction. For companies: the company seal is affixed alongside the signatures of two directors or a director and the company secretary, in accordance with the Companies and Allied Matters Act (CAMA) 2020.

The Perfection Process: Step by Step

Signing the Deed is only the first step. Perfection ???????? obtaining Governor's Consent, paying stamp duty, and registering at the Land Registry ???????? must follow. Here is the complete process:

Step 1: Draft and Execute the Deed (Day 1????????7)

Engage a qualified solicitor to draft the Deed. Both parties review and negotiate the terms. The Deed is printed on deed paper (A4, with proper margins for registry filing) and executed in the presence of witnesses.

Step 2: Application for Governor's Consent (Day 7????????30)

File a formal application at the State Ministry of Lands (or FCT Department of Development Control in Abuja). Required documents typically include:

• Application letter
• Executed original Deed of Assignment
• Original Certificate of Occupancy (or previous Deed with Consent)
• Recent survey plan of the property
• Passport photographs of the assignee
• Tax clearance certificates for both parties
• Application fee (varies by state, typically ???????50,000???????????????500,000)

Step 3: State Assessment (Day 30????????90)

The Ministry assesses the property for consent fee calculation. In Lagos, this is typically 3% of the assessed value. In the FCT, it is calculated differently. Factors include location, size, and current market value. Pay the assessed consent fee.

Step 4: Stamp Duty Payment (Concurrent with Step 3)

Stamp duty is payable to the Federal Inland Revenue Service (FIRS) at 1.5% of the purchase price stated in the Deed. Obtain the FIRS stamp and endorsement on the original Deed. Late stamping (beyond 30 days of execution) attracts a penalty of ???????25 per day plus possible rejection by the registry.

Step 5: Land Registry Filing and Registration (Day 60????????120)

With consent and stamp duty paid, file the Deed at the State Land Registry. The Registry assigns a file number, creates a new record (or updates the existing one), and endorses the original Deed with its registration particulars. You should receive:

• A registered copy of the Deed (with Registry endorsement)
• Or, in some states, a new Certificate of Occupancy reflecting the new owner

Total Cost of Perfection

Common Pitfalls and How to Avoid Them

Signing Without a Full Title Search

Never sign a Deed of Assignment until you have conducted a Land Registry search confirming the seller's title, the absence of encumbrances, and the property's status. Many buyers lose money to sellers who have already mortgaged the property or sold it to multiple buyers simultaneously.

Understating the Purchase Price

A common fraud: parties agree to a "real" price of ???????80M but state ???????30M in the Deed to reduce stamp duty. This practice is illegal, voids the protection of the Deed, and creates an untraceable paper trail that facilitates subsequent disputes. Pay the actual stamp duty on the actual price.

Failing to Obtain Governor's Consent Promptly

Many buyers "plan to get Consent later" and then discover years later that the state has revoked the land for non-development, or that the seller has died and the estate is contested. Obtain Consent within 12 months of execution as a minimum standard.

Relying on a Photocopy C of O

Always verify the original Certificate of Occupancy at the Land Registry. A forged or revoked C of O is a constant hazard in Nigerian property transactions.

Engaging Unqualified Agents or Solicitors

Only a legal practitioner enrolled at the Nigerian Bar may prepare a Deed of Assignment. Paralegal services, "document centres," and unlicensed agents may produce documents that look professional but lack legal validity.

Deed of Assignment vs. Other Documents

• Deed of Assignment vs. Agreement of Sale: An Agreement of Sale is a pre-contract; the Deed is the actual transfer instrument. Both may be needed but the Deed is what legally effects the transfer
• Deed of Assignment vs. Certificate of Occupancy: The C of O evidences the state's grant of rights; the Deed transfers those rights between private parties. You need both
• Deed of Assignment vs. Deed of Conveyance: Conveyance was used for pre-Land Use Act freehold transfers; Assignment is used for post-Act statutory rights

Conclusion

The Deed of Assignment is not a bureaucratic formality. It is the legal instrument that determines whether your property purchase is a genuine transfer of rights or merely a contractual obligation between two individuals with no standing against the world. Master the process, budget for the full cost of perfection, engage qualified professionals, and never skip Governor's Consent.

When you win a property through RaffleProp, you receive a fully executed and perfected title ???????? Deed of Assignment with Governor's Consent (or C of O) already in place. You never navigate the perfection process alone. The legal infrastructure is part of the prize.