Agreement for Lease (Nigeria)
AGREEMENT FOR LEASE
Land Use Act 1978 (Cap L5 LFN 2004) | Stamp Duties Act Cap S8 LFN 2004
THIS AGREEMENT FOR LEASE is made on [Agreement Date]
BETWEEN:
(1) [Landlord Name] (RC Number: [Landlord RC Number]), of [Landlord Address] (hereinafter referred to as the "Landlord"); and
(2) [Tenant Name] (RC Number: [Tenant RC Number]), of [Tenant Address] (hereinafter referred to as the "Tenant").
The Landlord and the Tenant are together referred to as the "Parties".
RECITALS
A. The Landlord is the holder of the statutory right of occupancy over the property described as [Property Address], title reference [Title Reference], survey plan number [Survey Plan Number] (the "Property").
B. The Tenant wishes to take a lease of the Property for the purpose of [Property Use] use, and the Landlord has agreed to grant such a lease on the terms and conditions set out in this Agreement.
1. AGREEMENT TO GRANT AND TAKE LEASE
1.1 Subject to the satisfaction of the Conditions Precedent set out in Clause 3 and to the obtaining of all consents required under the Land Use Act 1978, the Landlord agrees to grant, and the Tenant agrees to take, a lease of the Property on the following terms:
(a) Term: [Lease Term], commencing on [Lease Commencement Date];
(b) Annual Rent: [Annual Rent], payable [Rent Payment Frequency];
(c) Service Charge: [Service Charge] per annum (if applicable);
(d) Use: [Property Use] purposes only.
1.2 The formal lease deed shall be in the form agreed between the Parties' legal practitioners and shall incorporate all terms customarily included in leases of this nature in Nigeria, including quiet enjoyment, repair obligations, insurance, and user covenants.
2. DEPOSIT
2.1 On or before the execution of this Agreement, the Tenant shall pay to the Landlord the sum of [Deposit Amount] as a deposit / advance rent (the "Deposit").
2.2 The Deposit shall be applied towards the first period of rent due under the formal lease upon completion.
2.3 If the formal lease is not executed due to default by the Landlord, the Landlord shall refund the Deposit to the Tenant within 14 days of the default.
2.4 If the formal lease is not executed due to default by the Tenant, the Landlord shall be entitled to forfeit the Deposit as liquidated damages, without prejudice to any other remedy available.
3. CONDITIONS PRECEDENT
3.1 The obligation of the Parties to proceed to completion is conditional upon the satisfaction or waiver of the following conditions:
[Conditions Precedent]
3.2 The [Consent Responsibility] shall be responsible for applying for and obtaining the Governor's consent required under Section 22 of the Land Use Act 1978 before the formal lease is executed.
3.3 The Parties shall use their reasonable endeavours to satisfy the Conditions Precedent on or before [Completion Date] (the "Long Stop Date"). If the Conditions Precedent have not been satisfied or waived by the Long Stop Date, either Party may terminate this Agreement by written notice, and the provisions of Clause 2.3 or 2.4 (as applicable) shall apply.
4. STAMP DUTY AND REGISTRATION COSTS
4.1 This Agreement shall be stamped as a dutiable instrument under the Stamp Duties Act Cap S8 LFN 2004 and the applicable state stamp duty law within 30 days of execution.
4.2 The cost of stamping this Agreement, obtaining Governor's consent, and preparing and registering the formal lease deed shall be borne by the Tenant unless otherwise agreed in writing.
5. GOVERNING LAW AND DISPUTE RESOLUTION
5.1 This Agreement is governed by and shall be construed in accordance with the laws of [Governing State] and the Federal Republic of Nigeria, including the Land Use Act 1978.
5.2 Any dispute arising out of or in connection with this Agreement shall be resolved by [Dispute Resolution].
5.3 Nothing in this Clause prevents either Party from seeking urgent injunctive or other equitable relief from the High Court of [Governing State].
6. GENERAL PROVISIONS
6.1 This Agreement constitutes the entire agreement between the Parties with respect to the lease of the Property and supersedes all prior negotiations, representations, and understandings.
6.2 This Agreement may not be amended except by a written instrument signed by both Parties.
6.3 The Parties confirm that they have each taken or had the opportunity to take independent legal advice from a Legal Practitioner enrolled at the Nigerian Bar Association before executing this Agreement.
6.4 Time is of the essence in respect of all dates specified in this Agreement.
Landlord
________________
Signature
Tenant
________________
Signature
What Is a Agreement for Lease (Nigeria)?
An Agreement for Lease in Nigeria governs the letting of property, fixing the rent, duration and the duties of landlord and tenant.
The Agreement for Lease is distinguished from the lease itself: the lease transfers a leasehold interest and grants the right to exclusive possession; the Agreement for Lease creates a contractual obligation to grant and take the lease once specified conditions are fulfilled. Nigerian courts, applying the equitable doctrine derived from Walsh v Lonsdale and affirmed in Nigerian jurisprudence, treat a specifically enforceable Agreement for Lease as conferring an equitable leasehold interest on the prospective tenant, enforceable by specific performance.
All land in Nigeria is vested in the Governor of each state under Section 1 of the Land Use Act 1978. Consequently, any alienation of a right of occupancy — including granting a lease — requires the prior written consent of the Governor under Section 22 of the Act. An Agreement for Lease executed without obtaining or applying for Governor's consent is vulnerable to being declared void under Section 26 of the Land Use Act, making compliance with this requirement a critical drafting and procedural obligation.
The Stamp Duties Act Cap S8 LFN 2004, together with state stamp duty laws, requires the Agreement for Lease to be stamped as a dutiable instrument. In Lagos State, the Lagos State Stamp Duty Law 2015 applies. An unstamped instrument is inadmissible in evidence in Nigerian courts, which effectively renders it unenforceable in litigation.
In practice, the Agreement for Lease is used extensively in commercial property transactions in Lagos, Abuja, Port Harcourt, Kano, and Ibadan, where significant due diligence, financing, and fit-out work precedes the formal commencement of the lease term. The document protects both parties by fixing the agreed terms, the rent, the lease period, and the conditions that must be satisfied before completion.
The legal framework governing the Agreement for Lease (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 Agreement for Lease (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) sets the foundational requirements.
When Do You Need a Agreement for Lease (Nigeria)?
A Nigeria Agreement for Lease is needed whenever a landlord and tenant have reached agreement on the principal terms of a lease but cannot immediately execute the formal lease deed — whether because conditions precedent remain outstanding, financing is being arranged, or Governor's consent under Section 22 of the Land Use Act 1978 has not yet been obtained.
Commercial property developers in Lagos, Abuja, and Port Harcourt use Agreements for Lease when leasing office space, retail units, industrial warehouses, or logistics facilities to anchor tenants before the building is completed or before fit-out works are done. The agreement locks in the tenant's commitment, the agreed rent, and the handover date.
Residential landlords and tenants use the Agreement for Lease when a prospective tenant has paid a holding deposit but the formal tenancy agreement cannot be executed immediately — for example, because the existing tenant is still in occupation, or because the landlord must first obtain a Certificate of Occupancy from the relevant State Land Registry before granting the lease.
Property investors acquiring property subject to a tenancy also need to review or require an Agreement for Lease as part of their due diligence, to confirm the agreed lease terms before the sale completes.
Banks and development finance institutions in Nigeria — including Access Bank, Zenith Bank, United Bank for Africa (UBA), and the Bank of Industry (BOI) — require an Agreement for Lease as security documentation when financing property fit-out works, as it evidences the tenant's commitment and the agreed lease term against which loan repayments will be structured.
Legal practitioners at the Nigerian Bar Association advise that the Agreement for Lease must be in writing and signed by both parties to satisfy the requirement of written evidence for contracts relating to land under Nigerian law.
Parties in Nigeria should prepare a Agreement for Lease (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 Agreement for Lease (Nigeria)
A Nigeria Agreement for Lease must address the following key elements to be legally effective and practically useful.
Identification of parties requires the full legal names, addresses, and — for companies — the RC (Registration Certificate) numbers issued by the Corporate Affairs Commission (CAC) under the Companies and Allied Matters Act 2020 (CAMA 2020). The landlord's title to the property — whether a Certificate of Occupancy (C of O), a Governor's Consent, or a Deed of Assignment — should be described precisely, including the file number and Land Registry reference.
Property description must comply with Land Registry requirements and should reference the survey plan number filed with the relevant State Land Registry. For properties in Lagos, the survey number lodged with the Lagos State Surveyor-General's office should be cited.
Conditions precedent specify the requirements that must be satisfied before the formal lease is executed — commonly, the grant of Governor's consent under Section 22 of the Land Use Act 1978, the completion of fit-out works, the obtaining of planning approval from the relevant planning authority (e.g., Lagos State Urban and Regional Planning Authority — LASURPA), or the vacation of the property by an existing occupant.
Lease terms state the agreed rent (expressed in Nigerian Naira, NGN), the frequency of payment (annually in advance, quarterly, or monthly as permitted by the Tenancy Law of Lagos State 2011, Section 4), the lease commencement date, and the term (e.g., 3 years, 5 years, or 10 years).
Deposit provisions specify the amount, whether the deposit is held as a security deposit or advance rent, the conditions for refund, and the consequences of forfeiture — which must comply with the Tenancy Law of Lagos State 2011 for residential properties.
Consent and stamping obligations should expressly allocate responsibility for making the application for Governor's consent and for paying stamp duty under the Stamp Duties Act Cap S8 LFN 2004.
Default and remedies should address the right to specific performance, forfeiture of deposit, and damages for breach, consistent with Nigerian contract law.
Governing law and dispute resolution specify the state law applicable to the agreement and the forum for disputes — typically the High Court of the relevant state or arbitration under the Arbitration and Conciliation Act Cap A18 LFN 2004.
Additional compliance elements for a Agreement for Lease (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). Agreement for Lease (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/real-estate/leases/agreement-for-lease-nigeria
"Agreement for Lease (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/real-estate/leases/agreement-for-lease-nigeria.
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author = {{Forms Legal}},
title = {Agreement for Lease (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/real-estate/leases/agreement-for-lease-nigeria}},
note = {Free legal document template. Based on Land Use Act 1978 (Cap. L5)}
}Frequently Asked Questions
An Agreement for Lease under Nigerian law is a binding contract in which a landlord (licensor of the right of occupancy) and a prospective tenant agree to enter into a formal lease at a future date or upon the occurrence of specified conditions. The agreement is enforceable under the general law of contract as codified in the Laws of the Federation and in state contract laws. Unlike the lease deed itself, an Agreement for Lease does not transfer possession immediately but creates an obligation to grant and take up the lease. Nigerian courts — including the Court of Appeal in Savannah Bank of Nigeria Ltd v Pan Atlantic Shipping and Transport Agencies Ltd — have affirmed that a specifically enforceable Agreement for Lease confers on the tenant an equitable interest in the property under the doctrine of Walsh v Lonsdale. Because all statutory rights of occupancy in Nigeria are vested in the Governor of each state under Section 1 of the Land Use Act 1978, any agreement relating to land must be consistent with that Act and may require the Governor's consent under Section 22 before the formal lease is granted.
Yes. An Agreement for Lease relating to land or property in Nigeria is a dutiable instrument under the Stamp Duties Act Cap S8 LFN 2004 and the respective state stamp duty laws. In Lagos State, the Lagos State Stamp Duty Law 2015 applies and the Federal Inland Revenue Service (FIRS) administers stamp duty on electronic transactions. The applicable rate depends on the annual rent and lease term: leases not exceeding one year attract a fixed duty, while leases for longer terms attract ad valorem duty. An unstamped Agreement for Lease is inadmissible in evidence in legal proceedings, which significantly undermines enforceability. Stamping should be done within 30 days of execution to avoid penalties. Legal practitioners in Nigeria recommend stamping at the State Land Registry or the relevant FIRS office, depending on the nature of the property.
Under Section 22 of the Land Use Act 1978, the holder of a statutory right of occupancy cannot alienate, mortgage, or sub-let their interest in land without the prior consent of the Governor of the state in which the land is situated. An Agreement for Lease is effectively an agreement to alienate a leasehold interest, so the question arises whether Governor's consent is required at the agreement stage or only when the formal lease is executed. Nigerian courts have generally held that consent is required before or at the time the binding agreement is entered into, not merely at completion. Failure to obtain Governor's consent renders the transaction void ab initio under Section 26 of the Land Use Act. Practitioners therefore advise that consent applications be initiated promptly after execution of the Agreement for Lease to avoid jeopardising the transaction.
Where a party to an Agreement for Lease defaults in completing the formal lease deed, Nigerian courts have jurisdiction to grant specific performance, ordering the defaulting party to execute the lease. This remedy is available because land is treated as unique and damages are considered an inadequate substitute. The High Court of each state has jurisdiction to grant specific performance under its general equitable jurisdiction. In addition to specific performance, the innocent party may claim damages for losses flowing from the breach, including costs thrown away, loss of anticipated profits, and consequential losses that were reasonably foreseeable at the time of contracting under the rule in Hadley v Baxendale as applied in Nigerian courts. The Agreement for Lease should expressly specify the consequences of default, including forfeiture of any deposit paid, to give the parties certainty and to limit litigation.
In Nigerian property practice, landlords commonly require a holding deposit or advance payment of rent at the Agreement for Lease stage to secure the property while conditions precedent are being satisfied and Governor's consent is being obtained. The Tenancy Law of Lagos State 2011 (Section 4) restricts landlords from demanding more than one year's rent in advance from residential tenants, while the Rent Control and Recovery of Residential Premises Law of Rivers State 2009 imposes similar restrictions in Rivers State. Commercial leases are not subject to these advance rent restrictions, and parties negotiate deposit amounts freely. The Agreement for Lease should specify whether the deposit is refundable or non-refundable in the event of non-completion, the circumstances in which it is forfeited, and the interest (if any) payable on the deposit during the period before completion.
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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