How Do I Partner Legally with a Developer in Lekki?
Introduction
Lekki has become one of the most sought-after real estate investment destinations in Lagos State, Nigeria. With its rapid urbanization, modern infrastructure, and proximity to major economic corridors like Victoria Island and Ikoyi, Lekki attracts both local and international investors. However, while many investors are eager to collaborate with real estate developers to build residential estates, commercial complexes, or joint venture housing projects, the legal structure of such partnerships often determines their success or failure.
Understanding how to partner legally with a developer in Lekki is crucial to protect your investment, secure your ownership rights, and avoid disputes. A partnership that is not properly documented or legally compliant can easily result in loss of property, fraudulent dealings, or prolonged litigation.
This article explains, in detail, the legal steps, documentation, and due diligence required when partnering with a developer in Lekki. It also includes a case study, practical tips, and frequently asked questions to help investors and landowners make informed decisions.
Understanding Real Estate Development Partnerships
A real estate development partnership occurs when a landowner and a developer agree to jointly undertake a property development project. The landowner contributes the land, while the developer provides expertise, financing, construction resources, and project management.
These partnerships are usually structured as Joint Venture (JV) Agreements, Development Agreements, or Profit-Sharing Contracts. Each structure carries distinct legal implications, and choosing the right one depends on the nature of the project, contribution of each party, and agreed risk-sharing formula.
The Legal Framework Governing Property Development Partnerships in Nigeria
The following laws and regulations govern property development partnerships and real estate transactions in Lekki and across Nigeria:
- Land Use Act (1978) – regulates land ownership and Governor’s Consent.
- Lagos State Physical Planning Permit Authority Law – governs building approvals.
- Lagos State Urban and Regional Planning Law – provides for land development regulations.
- Property and Conveyancing Law (1959) – governs conveyancing and property transfers.
- Companies and Allied Matters Act (CAMA) 2020 – regulates incorporated joint ventures.
- Contract Law principles under Nigerian common law – apply to agreements between developers and landowners.
An immigration or property lawyer specializing in real estate law can ensure compliance with these laws when structuring your partnership.
Key Legal Steps to Partner with a Developer in Lekki
To establish a legitimate partnership with a developer, the following legal steps are crucial:
Conduct Due Diligence on the Developer
Before entering into any partnership, investigate the developer’s background. Check:
- Their Corporate Affairs Commission (CAC) registration status.
- Track record of completed projects in Lekki or Lagos.
- Any pending litigation or disputes.
- Valid title documents of previously developed properties.
- Authenticity of financial capacity and technical expertise.
An experienced property lawyer can help obtain a developer verification report from the Lagos State Land Registry and Corporate Affairs Commission.
Verify Your Land Title
If you are contributing land, ensure your title is genuine and free from encumbrances. The key title documents include:
- Certificate of Occupancy (C of O)
- Governor’s Consent
- Registered Deed of Assignment
- Approved Survey Plan
- Tax Clearance and Land Receipts
A developer will not enter into a partnership without verifying that the land is authentic and has no disputes.
Define the Nature of the Partnership
There are three major types of development partnerships:
- Equity Partnership: Both parties contribute resources (land and funds) and share profit or ownership.
- Build-and-Share Model: Developer builds on the land, and both parties share the finished property in agreed ratios (e.g., 60:40 or 70:30).
- Joint Venture Development: Landowner contributes the land, and the developer funds and executes the project. Profits from sales are shared based on agreed percentages.
The Joint Venture Agreement (JVA) must clearly state the partnership model, roles, contributions, and exit clauses.
Draft and Execute a Joint Venture or Development Agreement
This is the core document governing your partnership. It should be prepared by a real estate lawyer and registered at the Lands Registry.
A comprehensive Joint Venture Agreement should include:
- Parties’ full details (landowner and developer)
- Description of the land (with survey details)
- Nature and purpose of the development
- Responsibilities and contributions of each party
- Project duration and completion timelines
- Profit-sharing formula or property allocation
- Funding structure and cost responsibilities
- Supervision, reporting, and project management
- Indemnity and liability clauses
- Dispute resolution mechanisms (arbitration or mediation)
- Termination and exit conditions
Once executed, the agreement should be stamped and registered to give it legal effect.
Obtaining Governor’s Consent
Under the Land Use Act, any transfer or creation of an interest in land requires Governor’s Consent. Without it, the agreement remains void against third parties.
A property lawyer ensures that after signing the partnership agreement, the developer’s interest is registered with the Lagos State Land Bureau, and Governor’s Consent is duly obtained. This secures both parties’ rights and prevents third-party claims.
Project Financing and Security of Investment
One of the key legal issues in partnering with a developer is financing. The developer may finance construction through equity, loans, or pre-sales. The landowner must ensure that:
- The land title is not used as collateral without consent.
- All financing agreements are disclosed and approved.
- Any mortgage or loan obtained for development is backed by proper legal documentation.
The Deed of Subordination and Deed of Indemnity may also be included to protect the landowner from financial exposure.
Compliance with Building and Planning Regulations
Every development project in Lekki must comply with building regulations under the Lagos State Physical Planning Permit Authority (LASPPPA) and the Building Control Agency (LASBCA).
An immigration or property lawyer ensures:
- Approved Building Plan Permit is obtained.
- Environmental Impact Assessment (EIA) is conducted for large projects.
- Structural integrity and safety compliance are maintained.
- Building inspections and certifications are completed before occupation.
Failure to comply may result in demolition or sealing of the property by Lagos authorities.
Registering the Joint Venture
Once the partnership agreement is signed, both parties should register the joint venture with the Corporate Affairs Commission (CAC). This can be done by:
- Forming a Special Purpose Vehicle (SPV) — a new company solely for the project.
- Listing both the landowner and developer as directors/shareholders.
- Defining shareholding ratios according to contributions.
Registering the SPV ensures corporate transparency, simplifies taxation, and strengthens investor confidence.
Dispute Resolution and Legal Protection
Partnerships often break down due to poor communication or unmet expectations. A professionally drafted contract should specify dispute resolution mechanisms, including:
- Mediation or Arbitration under the Lagos Multi-Door Courthouse.
- Court Litigation as a last resort.
- Termination Clauses outlining exit procedures.
Having a legal team like Chaman Law Firm manage compliance and enforceability reduces the risk of conflict and ensures both parties are legally protected.
Case Study: Landowner–Developer Partnership in Lekki
Case Study: Mr. Ugochukwu vs. GoldenBuild Developers Ltd (Lekki Phase 1, 2021)
Mr. Ugochukwu owned two plots of land in Lekki Phase 1 and entered into a profit-sharing development agreement with GoldenBuild Developers Ltd to build five duplexes. The agreement was not registered, and no Governor’s Consent was obtained. After completion, the developer sold four units without accounting for proceeds, claiming ownership through possession.
Upon engaging Chaman Law Firm, Mr. Ugochukwu filed a suit at the Lagos High Court. The court held that since the agreement lacked Governor’s Consent and registration, it was unenforceable against third parties. However, the court recognized his equitable interest as landowner and ordered an account of sales and compensation for breach of contract.
Lesson: Always register your development agreement and obtain Governor’s Consent to ensure full legal protection in Lekki property partnerships.
Common Mistakes to Avoid When Partnering with Developers
- Entering verbal agreements without documentation.
- Failing to conduct due diligence on the developer.
- Ignoring title verification or encumbrances.
- Allowing construction without Governor’s Consent.
- Using unregistered survey plans.
- Not engaging a property lawyer throughout the process.
These mistakes are the leading causes of property disputes in Lekki’s booming real estate market.
Tax and Financial Implications
Real estate partnerships are subject to various taxes and levies, including:
- Stamp Duties on executed agreements.
- Capital Gains Tax (CGT) on property sales.
- Withholding Tax on contractor payments.
- Value Added Tax (VAT) on services.
Your lawyer ensures all tax obligations are properly filed with the Federal Inland Revenue Service (FIRS) and the Lagos State Internal Revenue Service (LIRS).
FAQs
Q1: Can a foreign investor partner with a developer in Lekki?
Yes. Foreign investors can legally partner with developers through registered joint ventures or local subsidiaries, provided they comply with immigration and investment laws.
Q2: Is Governor’s Consent mandatory for a development agreement?
Yes. Any transaction creating an interest in land requires Governor’s Consent to be valid.
Q3: Can the developer use the land as collateral without the owner’s approval?
No. The developer cannot mortgage or assign the land without the express written consent of the landowner.
Q4: How can profits be shared fairly?
Profits are shared based on agreed ratios stated in the Joint Venture Agreement — typically reflecting each party’s contribution.
Q5: What happens if the developer defaults?
The landowner can terminate the contract, seek damages, or recover possession through court action or arbitration.
Conclusion
Partnering with a developer in Lekki offers lucrative opportunities, but it must be backed by a sound legal structure. Proper due diligence, legal documentation, and compliance with land and building laws are essential to protect your rights and ensure mutual trust.
Whether you are a landowner, investor, or developer, the guidance of a professional real estate lawyer can safeguard your interests and guarantee that your partnership yields long-term success.
Call to Action
At Chaman Law Firm, we specialize in drafting, reviewing, and registering Joint Venture and Property Development Agreements across Lagos, including Lekki, Ibeju-Lekki, and Eko Atlantic. We help clients structure legally sound partnerships that ensure transparency, fairness, and profit security.
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📍 Chaman Law Firm 115, Obafemi Awolowo Way Allen Junction, Beside Lagos Airport Hotel, Ikeja, Lagos
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Partner confidently. Protect your investment. Let Chaman Law Firm handle your next Lekki property partnership with professionalism and legal precision.