Deed of Assignment (Nigeria)

A Deed of Assignment in Nigeria transfers an interest in property between the named parties and records the terms of that transfer.

The Land Use Act 1978 (Cap. L5 Laws of the Federation of Nigeria) is the foundational legislation governing land tenure in Nigeria. The Act abolished freehold ownership of land in Nigeria (with limited exceptions for land held under a certificate of occupancy before the Act) and replaced it with a system of rights of occupancy: Statutory Rights of Occupancy (SRO) granted by the governor for urban land, and Customary Rights of Occupancy (CRO) granted by local government authorities for rural land. A Certificate of Occupancy (C of O) is the documentary evidence of the holder's right of occupancy.

Since no individual or company can own freehold land in Nigeria (only rights of occupancy), a 'sale' of property in Nigeria is technically an assignment of the unexpired residue of the right of occupancy — hence the instrument is called a Deed of Assignment rather than a Deed of Conveyance. The right of occupancy granted under the Land Use Act is typically for a term of 99 years (for statutory rights of occupancy), and the Assignor transfers the benefit of the remaining term to the Assignee.

The requirement for the governor's consent under Section 22 of the Land Use Act is a critical feature of Nigerian conveyancing: any assignment, mortgage, transfer, sublease, or other alienation of a statutory right of occupancy requires the prior written consent of the governor of the state in which the land is situated. An assignment made without the governor's consent is void and unenforceable under Section 22 of the Land Use Act, as confirmed by the Supreme Court of Nigeria in Savannah Bank of Nigeria Ltd v Ajilo [1989] 1 NWLR (Pt. 97) 305.

Land registration in Nigeria is administered at the state level, with each state maintaining its own Land Registry. Lagos State operates the Lagos State Land Registry under the Lagos State Lands Registration Law 2015, which requires registration of all instruments affecting land in Lagos State. Registration creates legal and constructive notice of the registered instrument, protecting the registered holder against subsequent dealings.

The legal framework governing the Deed of Assignment (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 Deed of Assignment (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.

A Nigeria Deed of Assignment is required for the legal transfer of any right of occupancy in Nigerian real property from one person or entity to another.

Residential property purchase: when an individual buys a residential property in Nigeria — a house, flat, or land for development — from a developer, estate agent, or previous owner, a Deed of Assignment is the instrument documenting the transfer of the right of occupancy from the seller to the buyer.

Commercial property acquisition: companies acquiring commercial property — office buildings, retail spaces, warehouses, or industrial land — in Nigeria require a Deed of Assignment to legally transfer the right of occupancy and the Certificate of Occupancy from the vendor to the purchaser.

Real estate development: property developers who acquire land from individuals, government bodies, or developers, and subsequently sell units or plots to purchasers, use a Deed of Assignment for each unit or plot sale. Developers must first confirm that the Deed of Assignment from their own vendor has been duly perfected (governor's consent obtained and registered) before selling to third parties.

Corporate restructuring: when a company transfers its real property assets — including factory sites, office buildings, or investment properties — to a subsidiary, holding company, or third party as part of a merger, acquisition, or corporate restructuring under CAMA 2020, a Deed of Assignment is the instrument of transfer.

Estate administration: when a deceased person's real property is transferred to beneficiaries under a will or to heirs in an intestacy — after a Grant of Probate or Letters of Administration is obtained from the Probate Registry — the personal representative executes a Deed of Assignment (or an Assent in some states) to transfer the property to the entitled beneficiaries.

Gift of property: where a person wishes to gift real property to a family member, charity, or other recipient, a Deed of Assignment documents the gratuitous transfer of the right of occupancy.

Parties in Nigeria should prepare a Deed of Assignment (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.

A Nigeria Deed of Assignment must contain the following essential elements to create a valid, registrable, and enforceable transfer of a right of occupancy.

Commencement: the date of the deed; parties' full legal names, addresses, and (for companies) RC numbers registered with the Corporate Affairs Commission; and the capacity in which each party acts (whether as beneficial owner, trustee, personal representative, or otherwise).

Recitals: a narrative of the root of title — how the Assignor came to hold the right of occupancy, including the history of the Certificate of Occupancy (C of O), any previous assignments (a title chain), and the current status of the property. The recitals provide the title history that the Assignee's solicitor will have investigated in the title search.

Consideration: the purchase price (in Nigerian Naira) paid by the Assignee to the Assignor, stated in figures and words. Where the assignment is gratuitous (a gift), this should be stated and the deed expressed as executed for love and affection or for natural love and affection.

Words of assignment: the operative clause — the Assignor assigns to the Assignee all the Assignor's right, title, estate, interest, and benefit in and to the property, TO HOLD to the Assignee for the unexpired residue of the right of occupancy.

Description of the property: precise description of the property — the address, the Certificate of Occupancy number, the plot or file number at the Land Registry, the local government area and state, the area in square metres, the name of the estate or scheme (where applicable), and the title diagram or survey plan attached as a schedule.

Assignor's title covenants: the Assignor's standard title covenants — covenant of quiet enjoyment, covenant against encumbrances, and the full title guarantee implied by law — as relevant to the nature of the assignment.

Condition precedent — governor's consent: an express condition that the assignment is subject to and conditional upon obtaining the governor's consent under Section 22 of the Land Use Act 1978, with obligations on the parties (usually the Assignee or both jointly) to apply for consent promptly and to cooperate in the application process.

Stamp duty: confirmation of the parties' obligation to pay stamp duty assessed by the Federal Inland Revenue Service (FIRS) on the consideration, as required for the deed to be admissible as evidence and accepted for registration at the Land Registry.

Execution as a deed: signatures of both the Assignor and Assignee (and company seals or two authorised signatories for corporate parties), each witnessed by an independent adult witness, with the witness's name and address.

Schedule and survey plan: the schedule to the deed should include a copy of the survey plan of the property and, where applicable, a copy of the Certificate of Occupancy.

Additional compliance elements for a Deed of Assignment (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.