Deed of Conveyance (Nigeria)
DEED OF CONVEYANCE
Land Use Act 1978 | Conveyancing Act 1881 | Stamp Duties Act (Cap S8, LFN 2004)
THIS DEED OF CONVEYANCE is made this [Date of Deed]
BETWEEN:
(1) [Vendor Name] of [Vendor Address], [Vendor Description] (hereinafter referred to as the "Vendor"); AND
(2) [Purchaser Name] of [Purchaser Address], [Purchaser Description] (hereinafter referred to as the "Purchaser").
The Vendor and the Purchaser are hereinafter collectively referred to as "the Parties".
RECITALS
A. The Vendor is the beneficial owner of the property known as [Property Description], measuring approximately [Land Area], as more particularly described in and delineated on Survey Plan No. [Survey Plan Number] attached hereto as a Schedule ("the Property").
B. The Vendor has agreed to sell and convey the Property to the Purchaser, and the Purchaser has agreed to purchase the same at the price of [Purchase Price] (the "Purchase Price"), subject to the terms and conditions herein.
C. Governor's Consent to this transaction has been obtained/applied for vide reference [Governor's Consent Reference] in accordance with Section 22 of the Land Use Act 1978.
NOW THIS DEED WITNESSETH as follows:
1. CONSIDERATION
1.1 In consideration of the sum of [Purchase Price] (the receipt and sufficiency of which the Vendor hereby acknowledges), the Vendor hereby conveys, transfers, and assures unto the Purchaser ALL THAT the Property, together with all buildings, structures, fixtures, and appurtenances thereon or thereunto belonging, TO HOLD the same unto and to the use of the Purchaser absolutely, free from all encumbrances whatsoever.
2. COVENANTS FOR TITLE
2.1 The Vendor covenants with the Purchaser that the Vendor has the right to convey the Property to the Purchaser as expressed in this Deed.
2.2 The Purchaser shall have quiet enjoyment of the Property, and the Vendor shall further assure the Property to the Purchaser at the cost of the Purchaser as the Purchaser may require.
2.3 The Property is free from all encumbrances save as set out in the Schedule hereto (if any), and the Vendor will at all times indemnify the Purchaser against all claims and demands arising from any encumbrance existing at the date of this Deed.
2.4 The Vendor shall do and execute all such acts and documents as may be necessary to perfect the Purchaser's title to the Property, including co-operating in any application for registration of this Deed at the [State] Land Registry.
3. LAND USE ACT COMPLIANCE
3.1 This Deed is subject to the Land Use Act 1978. The Vendor confirms that the Property is held under a statutory right of occupancy and that all necessary consents, including Governor's Consent under Section 22 of the Land Use Act 1978, have been obtained or will be obtained before this Deed takes full effect.
3.2 The Purchaser undertakes to comply with all conditions attaching to the right of occupancy and to pay all ground rents, charges, and levies due to the [State] State Government in respect of the Property.
4. STAMP DUTY AND REGISTRATION
4.1 The Purchaser shall be responsible for the payment of stamp duty assessed on this Deed under the Stamp Duties Act (Cap S8, Laws of the Federation of Nigeria 2004) and for the costs of registration of this Deed at the [State] Land Registry.
4.2 This Deed shall be presented for stamping and registration at the [State] Land Registry within the period prescribed by the relevant land registration law of [State] State.
5. POSSESSION
5.1 The Vendor shall give vacant possession of the Property to the Purchaser on [Completion Date] or such other date as the Parties may agree in writing.
5.2 From the date of possession, the Purchaser shall bear all outgoings, rates, taxes, and charges in respect of the Property.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Deed is governed by and construed in accordance with the laws of Nigeria, including the Land Use Act 1978, the Conveyancing Act 1881 (as applicable), and the laws of [Governing State] State.
6.2 Any dispute arising out of or in connection with this Deed shall be submitted to the jurisdiction of the High Court of [Governing State] State.
SCHEDULE
Property: [Property Description]
Survey Plan No.: [Survey Plan Number]
Area: [Land Area]
Title Reference: [Title Document Number]
Vendor
________________
Signature
Purchaser
________________
Signature
What Is a Deed of Conveyance (Nigeria)?
A Deed of Conveyance (Nigeria) in Nigeria a Deed of Conveyance in Nigeria is a formal legal instrument by which the vendor (seller) transfers the legal title, right, and interest in land or property to the purchaser (buyer). Governed primarily by the Land Use Act 1978 — the central statute vesting all land in the Federal Republic of Nigeria in the state governor as trustee — a Deed of Conveyance operates as the documentary vehicle through which private rights of occupancy and freehold interests are transferred between parties.
Under the Land Use Act 1978, Section 22, no holder of a statutory right of occupancy may alienate that right without the prior consent of the state governor. Conveyances without such consent are void ab initio, and the Federal High Court and State High Courts in Nigeria have consistently struck down purported transfers that lacked the required governor's consent — most notably in the Supreme Court decision Savannah Bank of Nigeria Ltd v Ajilo [1989] 1 NWLR (Pt 97) 305. A Deed of Conveyance for freehold land in states applying the Conveyancing Act 1881 (principally the southern states including Lagos, Rivers, Oyo, and Cross River) must also comply with the formal requirements of that Act, including execution under seal.
In Lagos State, the Land Registration Law 2015 and the Lagos State Lands Bureau govern the registration of deeds. All executed Deeds of Conveyance must be presented for stamping at the Lagos State Internal Revenue Service (LIRS) and registered at the Lagos Land Registry within 60 days of execution under Section 24 of the Lagos State Land Registration Law 2015. Failure to register does not void the deed between the parties but renders it inadmissible in evidence against third parties and may affect the purchaser's priority.
The Stamp Duties Act, Cap S8, Laws of the Federation of Nigeria 2004 requires that a Deed of Conveyance be duly stamped before it can be admitted in evidence. The applicable stamp duty rate in Nigeria is 1.5% of the purchase consideration for most property transactions, assessed by the Federal Inland Revenue Service (FIRS) for transactions involving companies and by state revenue authorities for individuals. A Deed of Conveyance should be distinguished from a Deed of Assignment, which is the instrument used specifically for assignment of leasehold interests, and from a Contract of Sale, which is a preliminary agreement that precedes the formal conveyance.
The legal framework governing the Deed of Conveyance (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 Conveyance (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.
When Do You Need a Deed of Conveyance (Nigeria)?
A Deed of Conveyance is required in Nigeria whenever ownership of land or property is being permanently transferred from one person or entity to another.
A Deed of Conveyance is needed when a vendor and purchaser have agreed on the sale of a freehold or long-leasehold property and the parties need to formally pass legal title. Without an executed and registered deed, the purchaser holds only an equitable interest that is vulnerable to subsequent encumbrances and third-party claims.
A Deed of Conveyance is required when settling the estate of a deceased person who owned land, where the personal representative (executor or administrator) transfers property to the beneficiaries or heirs under the Administration of Estates Law applicable in the relevant state.
A Deed of Conveyance is needed when a corporate entity — such as a company registered under the Companies and Allied Matters Act 2020 (CAMA 2020) — transfers property to another corporate entity or individual, for example in a merger, acquisition, or restructuring under Part F of CAMA 2020.
A Deed of Conveyance is required following a court judgment or order directing the transfer of property from one party to another, where the court-appointed conveyance formalises the transfer ordered by the High Court or Federal High Court.
A Deed of Conveyance is needed when banks or financial institutions transfer mortgaged property following exercise of a power of sale under the mortgage deed, to pass clean title to the purchaser at the mortgagee sale. In this scenario, the mortgagee executes the deed pursuant to Section 19 of the Conveyancing Act 1881.
Parties in Nigeria should prepare a Deed of Conveyance (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 Deed of Conveyance (Nigeria)
A valid Nigeria Deed of Conveyance must contain the following essential elements.
Parties: Full legal names, addresses, and descriptions of the vendor and purchaser. For corporate parties, include Companies and Allied Matters Act 2020 registration numbers (RC numbers) and registered office addresses as maintained with the Corporate Affairs Commission (CAC).
Recitals: A narrative of the vendor's root of title and the transaction history, including any prior conveyances, grants of right of occupancy, or other title documents tracing ownership back at least 30 years or to the original grant.
Consideration: The purchase price in Nigerian Naira (NGN), stated in full with acknowledgement of receipt. Under the Stamp Duties Act, the stated consideration forms the basis for stamp duty assessment by FIRS or the relevant state revenue authority.
Property Description: A precise description of the property, including survey plan number, plot number, block, layout, local government area (LGA), state, and total area in square metres or hectares. A surveyor's plan prepared by a Licensed Surveyor registered with the Surveyors Registration Council of Nigeria (SURCON) should be attached as a schedule.
Covenants for Title: Implied or express covenants by the vendor that they have the right to convey, that the purchaser shall have quiet enjoyment, and that the property is free from encumbrances — in line with Section 76 of the Conveyancing Act 1881.
Governor's Consent Clause: Reference to the governor's consent obtained under Section 22 of the Land Use Act 1978, or a condition precedent that the deed becomes operative only upon receipt of consent.
Stamp Duty and Registration: Acknowledgement of the obligation to pay stamp duty and register the deed at the relevant State Land Registry.
Execution: Signatures of vendor and purchaser, and two witnesses per party. For corporate parties, execution by two directors or a director and company secretary under CAMA 2020, Section 98.
Additional compliance elements for a Deed of Conveyance (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). Deed of Conveyance (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/real-estate/purchase-sale/deed-of-conveyance-nigeria
"Deed of Conveyance (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/real-estate/purchase-sale/deed-of-conveyance-nigeria.
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title = {Deed of Conveyance (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/real-estate/purchase-sale/deed-of-conveyance-nigeria}},
note = {Free legal document template. Based on Land Use Act 1978 (Cap. L5, LFN 2004)}
}Frequently Asked Questions
In Nigeria, a Deed of Conveyance and a Deed of Assignment are both instruments that transfer property rights, but they apply to different categories of land interest. A Deed of Conveyance is used to transfer freehold or fee simple estates — absolute ownership rights — and is the appropriate instrument in southern Nigerian states that apply the Conveyancing Act 1881, such as Lagos, Oyo, Rivers, and Cross River. A Deed of Assignment, by contrast, is the instrument used to transfer leasehold interests, meaning the unexpired term of a lease from one leaseholder (assignor) to another (assignee). In Lagos State, for example, where most urban land is held under a Certificate of Occupancy granting a 99-year leasehold under the Land Use Act 1978, the technically correct instrument is a Deed of Assignment rather than a Deed of Conveyance. In practice, many Nigerian practitioners use the terms interchangeably, but precision is important for registration at the Lagos Land Registry and for governor's consent applications. Both instruments require stamping under the Stamp Duties Act (Cap S8, LFN 2004) and registration at the relevant State Land Registry to be effective against third parties.
Yes. Under Section 22 of the Land Use Act 1978, no holder of a statutory or customary right of occupancy may alienate, assign, mortgage, transfer, sublease, or otherwise deal in the right of occupancy without the prior consent of the governor of the state in which the land is situated. A Deed of Conveyance executed without the required governor's consent is void ab initio — meaning it has no legal effect whatsoever. The Supreme Court of Nigeria confirmed this position in Savannah Bank of Nigeria Ltd v Ajilo [1989] 1 NWLR (Pt 97) 305, where it held that a mortgage deed executed without governor's consent was void. The application for governor's consent is made to the state Lands Bureau (for example, the Lagos State Lands Bureau for Lagos properties) by filing prescribed forms, paying the requisite fees (which include a consent fee of 3% of the assessed value in Lagos State), and submitting title documents. The process can take several weeks to months depending on the state and the property's documentation status.
Stamp duty on a Deed of Conveyance in Nigeria is assessed under the Stamp Duties Act (Cap S8, Laws of the Federation of Nigeria 2004). The applicable rate for conveyances and transfers of real property is 1.5% of the higher of the stated purchase price or the assessed market value of the property. For transactions between companies or involving a company, stamp duty is assessed and collected by the Federal Inland Revenue Service (FIRS). For transactions purely between individuals, stamp duty is assessed and collected by the relevant state Internal Revenue Service — for example, the Lagos State Internal Revenue Service (LIRS) for Lagos properties. The Finance Act 2020 amended the Stamp Duties Act to clarify jurisdictional boundaries. A Deed of Conveyance that has not been duly stamped is inadmissible in evidence under Section 22 of the Stamp Duties Act and cannot be registered at the State Land Registry. Stamp duty must be paid before or at the time of execution, or within 30 days of execution for instruments executed in Nigeria.
Registration of a Deed of Conveyance in Nigeria is governed by the land registration law of each state. In Lagos State, the applicable law is the Lagos State Land Registration Law 2015, which requires registration of all instruments affecting land at the Lagos Land Registry, Alausa. The process involves: (1) payment of stamp duty at the Lagos State Internal Revenue Service (LIRS); (2) obtaining governor's consent from the Lagos State Lands Bureau; (3) submitting the executed and stamped deed to the Lagos Land Registry with requisite forms and fees; and (4) receiving a registered copy bearing the registry's endorsement. Section 24 of the Lagos State Land Registration Law 2015 provides that an unregistered instrument affecting land does not confer a legal estate on the grantee. In states such as Abuja (FCT), the Land Administration Act 2015 and the Abuja Geographic Information Systems (AGIS) registry handle registration. Rivers State follows the Rivers State Land Use (Allocation) Committee Law. Each state has different fee schedules and processing timelines.
A Deed of Conveyance can be challenged in the Nigerian courts on several grounds. The most common grounds include: lack of governor's consent under Section 22 of the Land Use Act 1978 (which renders the deed void ab initio); fraud or misrepresentation by the vendor as to title; failure of consideration; incapacity of a party (for example, a deed executed by a minor or a person of unsound mind); defective execution (missing signatures, witnesses, or seal); and prior encumbrances or superior title held by a third party. Actions challenging conveyances are commenced at the State High Court or Federal High Court (for FCT land) under Order 3 of the relevant High Court Civil Procedure Rules. The applicable limitation period for land claims under the Limitation Law (Lagos) is generally 12 years from the date when the right of action first accrued. A purchaser who conducts thorough due diligence — including a search at the Land Registry, confirmation of governor's consent, and verification of the vendor's survey plan with SURCON records — substantially reduces the risk of a successful challenge.
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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