Debenture Deed (Nigeria)
CAMA 2020 Compliant
DEBENTURE DEED
Companies and Allied Matters Act 2020 (CAMA 2020), Sections 212–221 | Land Use Act 1978 | Stamp Duties Act Cap S8 LFN 2004
THIS DEBENTURE DEED is made on [Date of Debenture]
BETWEEN:
(1) [Chargor Name] (RC: [Chargor RC Number]) of [Chargor Address] (hereinafter referred to as the "Chargor"); AND
(2) [Chargee Name] (RC: [Chargee RC Number]) of [Chargee Address] (hereinafter referred to as the "Chargee").
RECITALS
A. The Chargor has requested and the Chargee has agreed to provide a facility of [Secured Amount] to the Chargor on the terms described herein as: [Facility Description].
B. As security for the Secured Obligations, the Chargor has agreed to create a [Charge Type] charge over the Charged Assets in favour of the Chargee, on the terms set out in this Deed.
NOW THIS DEED WITNESSETH as follows:
1. SECURED OBLIGATIONS
1.1 The Chargor hereby charges the Charged Assets (defined below) in favour of the Chargee as security for the payment and discharge of all present and future amounts owing by the Chargor to the Chargee under the facility comprising [Facility Description], together with all interest, fees, costs, charges, and expenses (the "Secured Obligations").
1.2 Principal Amount: NGN [Secured Amount].
2. CREATION OF CHARGE
2.1 The Chargor, as beneficial owner, hereby charges by way of [Charge Type] charge all its right, title, and interest in and to the following assets (the "Charged Assets") in favour of the Chargee:
[Charged Assets]
2.2 Certificate of Occupancy (where applicable): [C of O Number], located in [Governing State] State, subject to the governor's consent requirement under Section 22 of the Land Use Act 1978.
3. CHARGOR COVENANTS AND RESTRICTIONS
3.1 Negative Pledge: The Chargor shall not, without the prior written consent of the Chargee, create or permit to subsist any Security Interest over the Charged Assets ranking ahead of or pari passu with the charge created by this Deed.
3.2 Disposal: The Chargor shall not sell, transfer, lease, or otherwise dispose of the Charged Assets or any part thereof without the prior written consent of the Chargee.
3.3 Maintenance: The Chargor shall maintain the Charged Assets in good repair and condition and shall maintain adequate insurance from a NAICOM-licensed insurer on the Charged Assets.
3.4 Information: The Chargor shall provide the Chargee with annual audited financial statements within 120 days of each financial year end, and such other financial information as the Chargee may reasonably require.
4. EVENTS OF DEFAULT
4.1 Each of the following constitutes an Event of Default: [Events of Default].
4.2 On the occurrence of an Event of Default, the Secured Obligations shall become immediately due and payable, and the Chargee may enforce this Debenture by exercising any or all of the powers set out in Clause 5.
5. ENFORCEMENT
5.1 On the occurrence and continuance of an Event of Default, the Chargee shall be entitled to: (a) appoint a Receiver or Administrative Receiver over the Charged Assets under CAMA 2020 Section 219; (b) exercise the power of sale over the Charged Assets; (c) take possession of the Charged Assets; and (d) apply the proceeds of enforcement in the following order: (i) costs and expenses of enforcement; (ii) outstanding interest; (iii) outstanding principal; (iv) other fees and charges; (v) any surplus to the Chargor.
5.2 A Receiver appointed under this Deed shall be the agent of the Chargor and not the Chargee and shall have the powers conferred by CAMA 2020 and this Deed.
6. CAC REGISTRATION AND STAMP DUTY
6.1 Registration: The Chargor shall, at its own cost, procure the registration of this Debenture with the Corporate Affairs Commission within [Registration Deadline] in accordance with CAMA 2020 Section 216. Failure to register within 90 days of creation renders the charge void against a liquidator, administrator, and creditors of the Chargor under CAMA 2020 Section 220.
6.2 State Land Registry: Where any of the Charged Assets is land, the Chargor shall also procure registration of this Deed at the [Governing State] State Land Registry under the applicable Land Registration Law and shall obtain the governor's consent under Section 22 of the Land Use Act 1978.
6.3 Stamp Duty: The Chargor shall be responsible for the payment of stamp duty on this Deed under the Stamp Duties Act (Cap S8 LFN 2004).
7. GOVERNING LAW AND JURISDICTION
7.1 This Deed is governed by and shall be construed in accordance with the laws of Nigeria, including CAMA 2020, the Land Use Act 1978, and the laws of [Governing State] State.
7.2 Any dispute arising out of or in connection with this Deed shall be subject to the jurisdiction of the Federal High Court of Nigeria or the High Court of [Governing State] State.
Chargor (Company Seal / Two Authorised Signatories)
________________
Signature
Chargee (Company Seal / Two Authorised Signatories)
________________
Signature
What Is a Debenture Deed (Nigeria)?
A Debenture Deed in Nigeria transfers an interest in property between the named parties and records the terms of that transfer.
The legal framework for debentures and company charges in Nigeria is established primarily by CAMA 2020, Part E (Sections 212 to 221), which sets out the requirements for creating, registering, and enforcing charges over company property. CAMA 2020 replaced the Companies and Allied Matters Act 1990 and introduced significant changes to the charge registration regime, including the requirement to register charges with the Corporate Affairs Commission (CAC) within 90 days of creation under Section 216 of CAMA 2020. Failure to register a charge within the prescribed period renders the charge void against a liquidator, administrator, or other creditors of the company — a critical consequence that debenture parties must track diligently.
Nigerian debentures are typically of two types: a fixed charge debenture, which creates a charge over specific identified assets (land, specific equipment, shares in subsidiaries) that the company cannot deal with freely without the lender's consent; and a floating charge debenture, which creates a charge over a class of assets that fluctuates from time to time (current assets, inventory, book debts) and crystallises into a fixed charge on the occurrence of specified events (default, insolvency, or administrative receivership). The debenture deed governing combined charges is addressed separately as the Debenture — Fixed and Floating Charge.
For charges over real property (land and buildings), the charge must also be registered at the relevant State Land Registry under the applicable state Land Registration Law (for Lagos State, the Lagos State Land Registration Law 2015) to perfect the security against third party purchasers and mortgagees. The Land Use Act 1978 requires the governor's consent for any disposition of a right of occupancy, including the creation of a mortgage or charge over land, which is a prerequisite for enforceability of charges over real property in Nigeria.
In the context of debt capital markets, publicly issued debentures (debenture stock, bonds) are regulated by the Securities and Exchange Commission Nigeria (SEC Nigeria) under the Investments and Securities Act (ISA) 2007 and SEC Rules and Regulations 2013, which govern public offers of debenture securities and require SEC registration.
The legal framework governing the Debenture Deed (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 Debenture Deed (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Debenture Deed (Nigeria)?
A Nigeria Debenture Deed is needed whenever a company borrowing money or obtaining credit facilities agrees to secure the repayment obligation by creating a charge over its assets in favour of the lender.
Bank loans: commercial banks in Nigeria — including Guaranty Trust Bank, Zenith Bank, First Bank of Nigeria, Access Bank, and UBA — routinely require companies to execute a debenture deed as the primary security instrument for term loans, revolving credit facilities, and import finance facilities. The debenture is executed alongside a facility agreement and other security documents.
Bond and debenture stock issuances: companies raising debt capital from the Nigerian capital market through bond or debenture stock issuances listed on the Nigerian Exchange Group (NGX) or traded in the FMDQ OTC market require a trust deed (incorporating the debenture) and a Debenture Deed executed in favour of a trustee for the benefit of debentureholders.
Development finance: the Bank of Industry (BOI), the Nigerian Export-Import Bank (NEXIM), and other development finance institutions require a debenture deed as security for project finance and industrial loans, often combined with personal guarantees from directors.
Private equity and venture debt: private equity firms, venture debt providers, and alternative lenders operating in Nigeria require debentures as security instruments, often combined with share pledges under CAMA 2020 and personal guarantees.
Trade finance: suppliers and trade finance providers who extend credit to Nigerian companies on deferred payment terms may require a debenture to secure the trade credit obligation.
Microfinance banks and fintech lenders: regulated microfinance banks licensed by the CBN and FinTech lending platforms operating under CBN digital lending frameworks require security instruments including debentures for SME lending.
Parties in Nigeria should prepare a Debenture Deed (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.
What to Include in Your Debenture Deed (Nigeria)
A Nigeria Debenture Deed must contain the following key provisions to create a valid, enforceable, and registrable charge.
Parties: full legal names, RC numbers, registered addresses, and execution details for both the chargor (the company creating the charge) and the chargee (the lender or secured creditor). Board resolutions authorising execution of the debenture must be passed and appended or referenced in the deed.
Secured obligations: precise identification of the financial obligations secured by the debenture — the principal amount, interest, fees, and all other monies and liabilities owed or to be owed by the chargor to the chargee. The debenture should expressly state whether it secures present obligations only or also future advances (all-monies clause).
Charged assets: a detailed description of the assets subject to the charge. For a fixed charge, each specific asset must be identified — land (with certificate of occupancy numbers), specific machinery, plant and equipment (with serial numbers), or specific investments. For a floating charge, the class of assets must be described — all present and future assets, all book debts, all stock-in-trade.
Restrictions on the chargor: covenants restricting the chargor from creating further charges ranking ahead of or equally with the debenture without the chargee's consent (negative pledge); restrictions on disposal of charged assets; and maintenance obligations for the assets.
Events of default and crystallisation: specific events that trigger the chargee's enforcement rights, including non-payment, breach of covenants, insolvency proceedings, cross-default, and material adverse change. For floating charges, the events that cause the floating charge to crystallise into a fixed charge must be specified.
Enforcement provisions: the chargee's powers on default — appointment of a receiver or administrative receiver under CAMA 2020 Section 219; power of sale; power to take possession; and power to apply proceeds in a specified waterfall (costs of enforcement, principal, interest, fees, residue to the chargor).
CAC registration obligation: an express acknowledgement of the requirement to register the debenture with the CAC within 90 days under CAMA 2020 Section 216, and the allocation of responsibility for registration (typically the chargor's solicitors, with the chargee holding the original deed).
Governor's consent: for charges over land, an express condition that the debenture is conditional on obtaining the governor's consent under the Land Use Act 1978, with obligations on the chargor to apply for consent promptly.
Execution as a deed: the debenture must be executed as a deed under CAMA 2020 (with company seal or by two authorised signatories), witnessed, and dated.
Additional compliance elements for a Debenture Deed (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.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Debenture Deed (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/financial/loans/debenture-deed-nigeria
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author = {{Forms Legal}},
title = {Debenture Deed (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/financial/loans/debenture-deed-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
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Frequently Asked Questions
A debenture (charge over company assets) must be registered with the Corporate Affairs Commission (CAC) within 90 days of the date of creation, under Section 216 of the Companies and Allied Matters Act (CAMA) 2020. Registration is made by filing the prescribed particulars of the charge — using Form CAC 14A for registration of charges under CAMA 2020 — together with a copy of the instrument creating the charge (the debenture deed), and paying the prescribed registration fee. The CAC maintains the Register of Charges for each company, which is a public register that can be searched by creditors, investors, and the public. On registration, the CAC issues a Certificate of Registration of Charge, which is conclusive evidence that the charge has been registered. If a charge is not registered within the 90-day period, it is void against a liquidator, administrator, or any creditor of the company under CAMA 2020 Section 220 — meaning the secured creditor loses its security priority in the event of the company's insolvency and ranks as an unsecured creditor. For charges over land, separate registration at the relevant State Land Registry under the applicable Land Registration Law is also required to perfect the security against third parties. The governor's consent under the Land Use Act 1978 must be obtained before a mortgage or charge over a right of occupancy is valid.
A fixed charge and a floating charge are the two principal types of security charge created by a Nigerian company under CAMA 2020, and they differ fundamentally in how they attach to the charged assets and the company's freedom to deal with those assets. A fixed charge attaches immediately and specifically to identified assets — for example, a specific parcel of land (identified by certificate of occupancy number), a specific piece of plant and machinery, or specific named shares in a subsidiary. Once a fixed charge is created, the company (chargor) cannot dispose of, further charge, or deal with the specifically charged asset without the prior written consent of the lender (chargee). A fixed charge provides stronger security to the lender because the charged asset is ring-fenced. A floating charge, by contrast, attaches to a general class of assets that fluctuates as the company trades — inventory, book debts, cash at bank, future assets. The company retains freedom to deal with the charged assets in the ordinary course of business (buy and sell stock, collect book debts, receive and spend cash) without requiring the lender's consent. The floating charge 'crystallises' into a fixed charge — attaching specifically to the assets then forming part of the class — on the occurrence of specified crystallisation events, typically default, commencement of insolvency proceedings, or appointment of a receiver. After crystallisation, the company can no longer freely deal with the assets. CAMA 2020 gives priority to fixed charges over floating charges on enforcement.
Yes, a debenture holder (secured creditor) may appoint a receiver or manager over the assets of a Nigerian company subject to the debenture on the occurrence of an event of default or other specified trigger event, under Section 219 of the Companies and Allied Matters Act (CAMA) 2020. The right to appoint a receiver must be expressly conferred by the debenture deed — it does not arise automatically at common law for all debentures. A receiver appointed by a debenture holder is an agent of the company, not of the debenture holder, for the purposes of CAMA 2020, and acts to realise the charged assets for the benefit of the debenture holder. An administrative receiver has broader powers to manage the entire business of the company as a going concern pending sale, while a simple receiver appointed over specific assets has more limited powers. The CAMA 2020 requires that a receiver give notice of their appointment to the CAC within 7 days of appointment and that all company documents be marked 'Receiver Appointed'. A receiver owes duties to the company, its shareholders, and subsequent creditors not to sacrifice assets unnecessarily below their market value, but the primary duty is to realise the charged assets to repay the debenture holder. The Federal High Court or State High Court has jurisdiction to supervise the conduct of a receiver and to remove a receiver acting improperly.
Yes, creating a charge (including a debenture) over land held under a Right of Occupancy (Certificate of Occupancy) in Nigeria requires the prior consent of the governor of the relevant state under Section 22 of the Land Use Act 1978. The Land Use Act vests all land in each state in the governor, who holds it in trust for the people of the state, and grants individuals and companies rights of occupancy — statutory rights of occupancy for urban land and customary rights of occupancy for rural land. Any alienation of a right of occupancy — including creating a mortgage, charge, or debenture over it — requires prior gubernatorial consent. In practice, the governor's consent for mortgages and charges is processed by the relevant state Ministry of Lands, Bureau of Lands, or Land Administration Authority on behalf of the governor, and involves filing an application with prescribed forms, paying the prescribed fee (a percentage of the land value), and awaiting approval. A charge created over land without the governor's consent is void and unenforceable under the Land Use Act Section 22, meaning the lender's security over the land is entirely ineffective. Given the time required to obtain governor's consent (which can take months in practice), lenders in Nigeria must factor this into their security perfection timelines and should include express conditions precedent to drawdown requiring evidence of governor's consent, or alternatively proceed to drawdown and treat perfection as a post-completion obligation with the risk that the land security is void until consent is obtained.
A Debenture Deed (Nigeria) does not legally require a lawyer in Nigeria, though legal advice is recommended. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) governs corporate documents through the Corporate Affairs Commission (CAC). The National Industrial Court of Nigeria (NICN) adjudicates employment disputes. The Nigeria Data Protection Regulation (NDPR) and NDPC impose data protection obligations. The Federal Inland Revenue Service (FIRS) requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Nigerian lawyer for significant transactions. Under Nigeria law, the Companies and Allied Matters Act (CAMA) 2020, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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