Why Buying Land Without Governor’s Consent in Lagos Is Risky
Introduction
In Lagos, a handshake and a receipt do not translate into bankable ownership. If you acquire a statutory interest from a private holder (C of O owner, assignee, or estate company) without obtaining the Governor’s Consent to your derivative instrument, you have purchased exposure, not security. Your priority is weak, finance is unlikely, resale is discounted, and litigation risk multiplies.
This counsel-grade guide explains why Governor’s Consent matters, the legal and commercial consequences of skipping it, how to structure transactions so your funds are never naked while Consent is processed, and practical cures if you already bought without Consent.
Doctrine: In Lagos, buy consented rights—or do not buy at all.
Part I — First Principles: What Governor’s Consent Does
Land Use Act logic. Urban land is ultimately controlled by the Governor. A holder of a statutory right (C of O or consented assignee) cannot lawfully assign, sublease, mortgage or otherwise transfer that interest without the Governor’s Consent.
Consent is to your instrument. If you are taking a Deed of Assignment/Sublease/Legal Mortgage, the Consent endorses that deed. It is not a fresh C of O; it is the State’s permission to complete the derivative transfer.
Priority & publicity. Once consented, stamped, and registered, your deed becomes searchable and has priority over later interests—critical for lending and resale.
Part II — The Risk Matrix of Buying Without Consent
1) Validity & Enforceability Risk
An unconsented assignment is defective in law. You may hold possession, but your legal estate is imperfect. In a dispute, a court or the registry can treat your instrument as non-compliant, and you will struggle to enforce against third parties.
2) Priority Risk
Without Consent (and subsequent registration), your interest is vulnerable. A later buyer who obtains Consent → Stamp → Register can outrank you. In effect, you can be leapfrogged on the register even though you paid first.
3) Finance Risk
Banks will not take an unconsented chain as collateral. Even private lenders will either walk or load the facility with punitive pricing and conditions precedent you cannot meet.
4) Resale Risk
Sophisticated buyers and their counsel will discount hard or refuse to proceed where Consent is missing. Expect requests for escrow, retentions, heavy indemnities, and long-stop protections—if they consider the asset at all.
5) Chain Contamination
Failure to obtain Consent at your link infects downstream transactions. Every subsequent transfer now carries your defect forward, compounding risk and cost for future cures.
6) Regulatory & Fiscal Complications
Unconsented instruments trigger queries at the Lands Registry; penalties and additional filings may accrue when you eventually perfect.
Part III — Red Flags That Often Hide Lack of Consent
“The mother C of O covers everyone; you don’t need Consent.” (False.)
“Registration alone is enough.” (No—Consent and Stamp are separate gates.)
“The estate is reputable; Consent is ‘in process’—just pay now.” (Dangerous without escrow/CPs.)
“We have Gazette/Excision, so Consent isn’t needed.” (Wrong: excision/gazette define boundaries; they are not your title.)
Part IV — Safe Buyer Architecture (How to Buy Without Bleeding)
Step 1 — Demand a Full Verification Pack
Root & chain (C of O/Allocation + all derivative deeds with prior Consents).
Survey (hard + soft coordinates) and OSG charting evidence of a clean site (no acquisition/ROW/pipeline/drainage/overlap).
Search & CTCs from Lands Registry (encumbrances, cautions, charges).
Corporate capacity (CAC status, board resolution) or community authority (where applicable).
Step 2 — Contract with Hard Protections
Escrow for all monies with a neutral bank/law-firm.
Conditions Precedent (CPs):
Issuance of Governor’s Consent to your deed;
Stamping completed;
Registration particulars issued;
OSG charting clean;
Discharge of any charge/mortgage reflected on the register;
Delivery of originals.
Long-Stop Date with refund mechanics if CPs are not met.
Retention/Holdback until Consent and registration particulars are delivered.
Step 3 — Sequence Perfection Correctly
Stamp Duties → Governor’s Consent → Registration.
Registration does not cure lack of Consent; Consent does not replace registration; both are essential and must be backed by receipts.
Part V — If You Already Bought Without Consent (Cure Pathways)
Immediate Legal Audit
Confirm root/chain, search the register, and obtain CTCs.
Re-chart the survey soft coordinates at OSG to ensure the parcel is viable.
Apply for Governor’s Consent Nunc Pro Tunc
File for Consent to your deed now, attaching full chain, survey, proof of consideration, and KYC.
If a mid-chain link also lacks Consent, cure that first (make it part of your CPs with the seller).
Stamp Duties
If unstamped or late-stamped, compute duty + penalties/interest; pay and obtain endorsements.
Register
Once Consent is endorsed and the deed is stamped, lodge for registration and obtain particulars.
Order CTCs for the finance file.
Where the Chain Is Tainted
Consider a Rectification/Ratification Deed (if clerical/authority errors) or, in serious cases, court relief (declaratory/rectification of register).
For encumbrances, obtain and file a Deed of Release/Discharge; keep a retention until the register reflects discharge.
Part VI — Typical Scenarios & Counsel Strategy
A) Estate Plot with “Mother C of O,” Personal Deed Unconsented
Strategy: Treat the mother C of O as root but insist that your Deed of Assignment/Sublease be consented, stamped, and registered. Use escrow + CPs + long-stop.
B) Community/Excision Sale
Strategy: Verify authority of grantors; ensure your plot lies inside the excision polygon (OSG chart). Then Consent → Register your derivative deed. Gazette is not a substitute.
C) Mortgaged Property
Strategy: Vendor must procure Deed of Release/Discharge; hold retention in escrow until discharge is reflected on the register; only then Consent → Register your deed.
D) Waterfront/ROW/Setback Corridors
Strategy: Consent will not sanitize a planning/ROW violation. If charting reveals encroachment, re-design or walk.
Part VII — Clauses You Can Lift (Illustrative, tailor to facts)
1) Consent & Registration as Conditions Precedent
“Completion is conditional upon Buyer’s Counsel receiving Governor’s Consent to the Deed of Assignment in favour of Buyer, evidence of stamping, and registration particulars issued by the Lagos State Lands Registry.”
2) OSG Charting Cleanliness
“Completion is conditional upon an OSG charting report confirming the Property lies outside acquisition/committed areas, rights-of-way, pipelines, and coastal/drainage setbacks and is free of overlap.”
3) Escrow, Retention & Long-Stop
“All monies shall be held in escrow and released only upon written confirmation that all Conditions Precedent and Completion Deliverables are satisfied. If unsatisfied by the Long-Stop Date, Buyer may rescind and receive a full refund within five (5) business days.”
Part VIII — Frequently Asked Questions (Senior-Counsel Answers)
Q: Can I register first and obtain Consent later to “save time”?
A: No. The enforceable, finance-grade sequence is Stamp → Consent → Register.
Q: Does a consented mother title protect me if my personal deed isn’t consented?
A: No. Consent must attach to your derivative instrument. The mother title is not a substitute.
Q: If I hold possession for years without Consent, will I be safe?
A: Possession is not priority. A later buyer who perfects properly can outrank you.
Q: Will Consent cure a pipeline/drainage setback encroachment?
A: No. That is a planning/ROW problem. Redesign or walk.
Q: Who should pay for Consent and registration?
A: Contractual. Market practice: buyer bears perfection heads; seller bears discharge of its encumbrances. Put it in writing.
Part IX — One-Page Buyer’s Checklist (Print & Carry)
Root & chain examined; CTCs ordered
Survey (hard + soft) and OSG charting: clean (no acquisition/ROW/pipeline/drainage/overlap)
Contract with escrow, CPs (Consent, Stamp, Register, OSG, discharge, originals), long-stop, retention
Deed of Assignment/Sublease drafted perfection-ready; survey annexed
Stamp Duties computed and paid; endorsements/receipts filed
Governor’s Consent endorsed to your deed
Registration completed; particulars issued; CTCs diarized
Discharge of any charge reflected on the register
Completion binder (notarized scans; originals inventoried and safe-kept)
Conclusion
Skipping Governor’s Consent is not “saving time”; it is buying risk. In Lagos, value is created when documentary discipline meets legal compliance: OSG-clean surveys, consented deeds, timely stamping, and registration. Engineer these into your contracts with escrow, Conditions Precedent, and long-stop protections, and you will acquire bankable, enforceable rights that appreciate—and that lenders respect.
Call to Action
Need to perfect an old purchase or structure a new acquisition to bank standard?
Engage Chaman Law Firm. We will audit your chain, coordinate OSG charting, obtain Governor’s Consent, run Stamp Duties, finalize registration, and deliver a finance-grade completion pack ready for lenders and resale.
