Why Governor’s Consent Is Crucial When Buying Property in Lagos
Introduction
In Lagos, Governor’s Consent is not bureaucracy—it is the legal oxygen that makes your purchase valid, bankable, searchable, and enforceable. If you are buying from someone who already holds a statutory right of occupancy (e.g., a Certificate of Occupancy (C of O) or a prior Deed of Assignment that has been consented), the law requires you to obtain the Governor’s Consent to your derivative instrument (Assignment/Sublease/Mortgage). Without it, you own a promise—not a marketable estate. Banks will withhold financing, sophisticated buyers will discount or walk, and courts will treat your chain as defective.
This counsel-grade guide explains what Governor’s Consent is, when the law requires it, what risks you carry if you skip it, how to secure it efficiently, and how to structure your contracts so your money is always protected. Follow this playbook and you’ll buy once—and sleep.
Doctrine: Never pay for land—pay for bankable, consented rights.
Part I — First Principles: What Governor’s Consent Really Does
1) The Legal Backbone
Under the Land Use Act (1978), urban land interests derive from the Governor. A holder of a statutory right (e.g., C of O grantee) cannot lawfully assign, sublease, mortgage, or otherwise transfer that interest without the Governor’s Consent. Consent is the Governor’s legal acknowledgment that the derivative transfer is permitted.
2) Consent vs. C of O — Different Instruments, Different Moments
Original grant/regularization → you pursue a C of O.
Buying from a holder of a C of O or an assignee → you prepare a Deed of Assignment/Sublease and obtain Governor’s Consent to that deed, then stamp and register it.
Attempting to “upgrade” your deed to a new C of O is a category error. Your lawful route is Consent → Stamp → Register.
3) What Consent Secures for You
Validity of transfer of a statutory interest.
Priority once the instrument is stamped and registered (so you’re not outranked).
Searchability and public notice of your interest.
Bankability: lenders can safely take a legal mortgage on a consented title.
Resale value: prudent buyers pay more and close faster on consented chains.
Part II — When Exactly Must You Obtain Governor’s Consent?
Obtain Consent where the transaction affects title or priority under a statutory right:
Sale/Assignment of land or house with a C of O root.
Sublease (beyond temporary occupational licences).
Legal Mortgage or other registrable security.
Power of Attorney that conveys a proprietary interest (registrable instrument).
Corporate reorganizations that transfer beneficial ownership between distinct entities.
Practical rule: If a bank would ask for it, you must build for it—Consent, Stamp, Register.
Part III — What Goes Wrong If You Skip Consent
1) Defective Chain & Enforceability Risks
An unconsented assignment is defective in law. You may hold possession but lack a clean, enforceable derivative title. Expect resistance at the Registry, and be prepared for painful cures.
2) Loss of Priority
Even if you rush to register, without valid Consent your priority is weak. A later party who perfects correctly can outrank you.
3) Finance & Resale Penalties
Banks routinely reject unconsented chains. Serious buyers will demand deep price chips, heavy indemnities, or walk.
4) Litigation Exposure
Unconsented instruments invite disputes, caveats, and court challenges—all of which cost time and value.
Part IV — Safe Buyer’s Workflow (Counsel’s Playbook)
Step 1 — Demand the Full Document Pack (Before Negotiation)
Root of Title: C of O / allocation / court vesting / excision + derivative deed from the rightful owner.
Chain of Title: Every deed from root to seller, with Consents on prior links where required.
Survey Plan: Hard copy + soft copy (CAD/DXF).
Estate/Approvals: Approved layout (if estate), planning/building permits (if developed).
Fiscal: Land Use Charge, ground rent/land charges, estate/service-charge status.
KYC/Authority: IDs for individuals; CAC status report + board resolution for companies.
Step 2 — Verify Title & Boundaries
Land Registry Search + CTCs: Confirm registered proprietor, charges/mortgages, cautions, and prior Consents.
OSG Charting: Submit coordinates to the Office of the Surveyor-General to rule out acquisition/committed areas, ROW, pipelines, drainage/coastal setbacks, and overlaps. Obtain a written charting report.
Fieldwork: Re-peg beacons; verify access, drains, encroachments, and elevation.
Step 3 — Lock the Deal with Protections
Heads of Terms (HoT) with:
Deposit into escrow (law firm/bank).
Conditions Precedent (CPs): issuance of Governor’s Consent to your Deed; OSG clean charting; CTCs of root/chain; discharge of any mortgage/charge; delivery of originals.
Long-Stop Date, termination & refund mechanics; exclusivity.
Step 4 — Contracting (Exchange)
Warranties: Good title; authority; chain continuity; no undisclosed encumbrances; planning compliance.
Retention/Holdback: Part of the price stays in escrow until Consent is endorsed and registry particulars are issued.
Completion only against originals, and only after CPs are satisfied.
Step 5 — Perfection
Consent → Stamp Duties → Registration (in that logic).
Build a digital vault of notarized scans; keep originals in a fire safe.
Part V — Model Clauses You Should Insist On (Illustrative)
1) Consent Condition Precedent
“Completion is conditional upon Buyer’s Counsel receiving Governor’s Consent to the Deed of Assignment in favour of Buyer and evidence of stamping and registration particulars.”
2) OSG & Planning Condition
“Completion is conditional upon an OSG charting report confirming that the Property lies outside acquisition/committed areas, ROW/pipelines/coastal or drainage setbacks and without overlap; and upon documentary evidence of required planning/building approvals (if applicable).”
3) Discharge & Filing (If Mortgaged)
“Vendor shall procure a Deed of Release/Discharge from any mortgagee and file same prior to completion. ₦… (or …%) shall be retained in escrow until the register reflects discharge.”
4) Escrow & Long-Stop
“All monies shall be held in escrow and released only upon written confirmation that all CPs 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.”
(Tailor to the facts; these are signposts, not substitutes for bespoke drafting.)
Part VI — Special Situations and How to Handle Them
A) Historic Link Lacks Consent
Make issuance of that historic Consent a Condition Precedent. Do not accept indemnities as a substitute. If a lawful remedial route is proposed, confirm acceptability with the Registry in writing and still consent your deed.
B) Estate/Mother Title Context
A glossy “mother C of O” does not equal your title. You need a plot-level derivative (assignment/sublease) tied to your coordinates, then Consent → Stamp → Register.
C) Excision/Gazette Environments
Excision/gazette speaks to boundaries, not your proprietary title. Buy a valid derivative within the excised polygon and obtain Consent to your deed. Always keep OSG confirmation that your coordinates sit inside the polygon.
D) Waterfront/Setback & Infrastructure Corridors
Consent will not rescue pipeline, highway, drainage, or coastal setback encroachments. If charting shows a clash, redesign or walk.
E) Corporate/SPV Buyers
Ensure the correct legal owner (SPV) is named throughout; align board authority and any charges/debentures. This simplifies financing and share-sale exits.
Part VII — Timelines, Costs & Practical Acceleration
1) What Controls Timing
File Completeness: clean pack at filing = fewer queries.
Charting Outcome: overlaps or setbacks slow the file.
Chain Defects: missing historic Consents = CPs and cures.
Name/Description Hygiene: ensure exact matches across all instruments.
Your Responsiveness: replies to queries should be documentary and immediate.
2) Cost Heads (Categories)
Consent/processing; Stamp Duties (ad valorem on consideration); registration; charting/verification; CTCs/searches; professional (legal/survey). Rates move—structure your agreements around who pays what, not just numbers.
3) Practical Accelerators
Pre-clear survey (OSG) before exchange.
Bundle CTC requests early.
One point of contact with a tidy data room.
Diary every receipt, acknowledgement, and submission.
Part VIII — Bank & Investor Optics (Why This Matters to Value)
Lenders and sophisticated buyers will look for:
Consented & registered deed (with particulars).
CTCs of root, chain instruments, and prior Consents.
OSG-clean charting report.
Discharge evidence for any charge/mortgage.
Planning/building approvals (if applicable).
Insurance with correct named insured (and lender as loss-payee for financed assets).
Estate governance (audited service-charge, constitution) where relevant.
Files that meet this standard sell faster and dearer.
Part IX — Buyer’s Red-Flag List (Terminate or Restructure with Heavy Protections)
Seller resists Land Registry/OSG searches or escrow.
Historic assignment without Consent and no credible cure plan.
Survey uncharted; beacons missing; coordinates mysteriously “updated”.
Estate with no approved layout, no engineered drainage, or unaudited service-charge.
“Pay now, Consent is ‘in process’,” with no CPs, long-stop, or retention.
Part X — One-Page Buyer’s Checklist (Print & Carry)
Root of title + complete chain; CTCs ordered.
Deed of Assignment/Sublease (perfection-ready; survey annexed).
OSG charting report (no acquisition/ROW/pipeline/coastal/drainage/overlap).
Land Registry search: proprietor, encumbrances, any discharge filings.
Consent application filed; receipts and acknowledgements on file.
Contract of Sale: warranties; CPs (Consent, OSG, discharges, originals); indemnities; escrow; long-stop; retention.
Stamp → Register diarised; all receipts tracked.
Insurance updated; digital vault (notarized scans); originals in fire-safe custody.
FAQs (Concise Counsel)
Q: Can I complete before Consent is issued?
A: Only if the contract is subject to Consent with escrow, CPs, long-stop, and retention. Do not release funds or exchange possession without protections.
Q: Does stamping or registration alone cure lack of Consent?
A: No. The enforceable sequence is Consent → Stamp → Register.
Q: Our plot touches a drainage corridor; can we still obtain Consent?
A: Setback/ROW conflicts are planning/enforcement issues. Cure by design change or walk. Consent won’t sanitize encroachment.
Q: We found a missing Consent in a mid-chain link. What now?
A: Make issuance of that historic Consent a Condition Precedent or restructure with formal Registry guidance—in writing.
Conclusion
In Lagos, Governor’s Consent is the hinge between possession and bankable ownership. Engineer your transaction with OSG-clean boundaries, chain continuity, escrowed contracts with Conditions Precedent, and immediate perfection. That is how institutions buy, sell, and finance property. If a bank would not lend on your file today, you are not ready to complete today.
Call to Action
Need a consented, finance-grade title—without stress?
Retain Chaman Law Firm to run your Governor’s Consent end-to-end: title/chain audit, OSG charting, Land Registry searches & CTCs, fee scheduling, query management, escrowed contracting, stamping, registration, and delivery of a bulletproof completion pack.
