How to Form a Legal Partnership with Real Estate Developers in Ogun State
Introduction
The real estate market in Ogun State is experiencing a massive transformation. As more industrial estates, housing projects, and commercial corridors emerge across Arepo, Mowe, Sagamu, Agbara, and Ibafo, developers are seeking investors and partners to finance and expand their projects.
For investors—both local and in the diaspora—this presents an incredible opportunity to grow wealth through joint venture development partnerships (JVDs), profit-sharing collaborations, or land-for-development arrangements.
However, real estate partnerships must be approached carefully. Without proper legal documentation and clear contractual terms, many partnerships collapse into disputes, unfulfilled promises, or financial loss.
This guide by Chaman Law Firm, Nigeria’s leading property and investment legal practice, explains how to form a legal and secure partnership with real estate developers in Ogun State, the documents you need, the laws governing such partnerships, and the protections available to all parties.
Understanding Real Estate Development Partnerships
A real estate development partnership is a formal agreement between a landowner or investor and a developer or construction company to jointly undertake a property project.
Each party contributes something valuable—land, money, expertise, or materials—and both share the profits according to agreed terms.
Common Partnership Models in Ogun State
Land-for-Development (Joint Venture Agreement):
The landowner provides land, and the developer builds houses or apartments. They then share the proceeds or units based on a pre-agreed ratio.Financial Investment Partnership:
An investor funds part or all of the development cost while the developer handles project execution.Build-Operate-Transfer (BOT) Model:
The developer builds, operates, and manages the property for a fixed period before transferring ownership to the investor or government.Co-Development Partnership:
Both parties share the cost of land acquisition, design, construction, and sales marketing.
Why Legal Partnership is Important
Forming a partnership without a clear legal structure is one of the biggest mistakes property investors make.
Key Reasons to Formalize Your Partnership:
Defines each partner’s rights and responsibilities.
Prevents disputes over profit sharing or ownership.
Protects all parties under Nigerian property and contract laws.
Ensures regulatory compliance with Ogun State authorities.
Builds investor confidence and long-term credibility.
Legal Framework Governing Real Estate Partnerships in Ogun State
Land Use Act, 1978 – Regulates land ownership and Governor’s Consent requirements.
Property and Conveyancing Law (1959) – Applies in Ogun State for conveyance and transfer of interests.
Companies and Allied Matters Act (CAMA), 2020 – Governs partnership or corporate joint ventures.
Land Grabbing (Prohibition) Law of Ogun State, 2016 – Protects lawful investors from encroachment or fraudulent acquisition.
Investment and Securities Act, 2007 – Covers joint venture funding and investor protections.
Steps to Forming a Legal Partnership with Developers in Ogun State
Step 1: Conduct Due Diligence on the Developer
Before signing any agreement, verify the developer’s credibility.
Check the Following:
Corporate Affairs Commission (CAC) registration and RC number.
Track record of completed or ongoing projects.
Land titles for proposed development sites.
Reputation in the community and reviews from previous clients.
Whether the developer has any pending litigation or land disputes.
Tip: Engage a lawyer to conduct a full background check through the Ogun State Bureau of Lands and High Court Registry.
Step 2: Determine the Partnership Structure
Choose a structure that fits your contribution and long-term goals:
| Type | Contribution | Ownership Outcome |
|---|---|---|
| Land-for-Development | Land from investor, building from developer | Shared units or revenue |
| Equity Partnership | Cash from both sides | Shared ownership interest |
| Profit-Sharing Agreement | Financing from investor, execution by developer | Shared profit margins |
| Corporate Joint Venture (JVC) | Both parties form a new company | Company owns the project |
Step 3: Prepare a Memorandum of Understanding (MoU)
An MoU is a preliminary document outlining the intent to collaborate before a full contract is executed.
It includes:
Names and details of both parties.
Description of the project.
Proposed sharing ratio.
Obligations of each party.
Duration and termination conditions.
Though not the final contract, it establishes the foundation of trust.
Step 4: Draft and Execute a Joint Venture Agreement (JVA)
This is the core legal contract binding both parties.
A standard Joint Venture Agreement should contain:
Ownership Structure and Equity Contribution
Project Scope and Objectives
Roles and Responsibilities
Funding Arrangement and Profit Sharing Ratio
Timeline for Development and Sales
Exit Strategy or Buy-Out Option
Dispute Resolution Clause (Arbitration, Mediation, or Litigation)
Confidentiality and Non-Disclosure Provisions
Force Majeure (Unforeseen Circumstances)
Governing Law (Ogun State / Federal Law)
Note: The JVA must be signed, stamped, and registered at the Ogun State Land Registry for enforceability.
Step 5: Secure Governor’s Consent
All transactions involving land transfer or shared interest require Governor’s Consent under the Land Use Act.
Without this, the partnership agreement remains incomplete in the eyes of the law.
Process Includes:
Submitting the executed Deed of Assignment or JVA.
Payment of statutory fees (Consent fee, Stamp Duty, Registration).
Verification and sealing by the Ogun State Governor’s office.
Step 6: Register Your Partnership or Joint Venture Company
If the partnership involves significant capital or multiple projects, it is advisable to incorporate a joint venture company.
Benefits include:
Separate legal identity from the partners.
Ability to enter contracts and hold land in the company’s name.
Limited liability protection.
Better access to financing.
Register under CAMA 2020 as a Limited Liability Partnership (LLP) or Private Limited Company.
Step 7: Open a Joint Project Account
All partnership funds should go through a dedicated corporate account.
This ensures:
Transparency in financial transactions.
Proper accounting for contributions and withdrawals.
Legal traceability of funds in case of disputes.
Step 8: Obtain Project Approvals and Development Permits
Before construction begins, confirm that the developer has secured:
Survey Plan approval from the Surveyor-General.
Layout Approval from the Ministry of Physical Planning.
Building Plan Approval from the Ogun State Urban Development Authority.
Environmental Impact Assessment (EIA) clearance.
Failure to obtain these approvals may lead to demolition or revocation of project rights.
Step 9: Execute Supporting Legal Documents
Your lawyer should prepare the following supporting documents:
Deed of Assignment or Sub-lease (if land is part of your contribution).
Power of Attorney (for project supervision or representation).
Performance Bond (ensures developer fulfills obligations).
Insurance Policy (covers accidents, loss, or project risk).
Board Resolution or Partnership Resolution (for incorporated partners).
Step 10: Monitor, Audit, and Review Performance
Include audit rights in your agreement to allow independent inspection of:
Project accounts.
Building progress reports.
Sales records.
Expense reports.
Regular monitoring prevents misuse of funds and project delays.
Legal Protections for Investors in Development Partnerships
Registered Joint Venture Agreement – Enforceable under contract law.
Governor’s Consent – Confirms your legal interest in the land.
Performance Bond – Compels the developer to complete the project.
Equitable Interest – Recognized by courts even before title perfection.
CAMA Protection – For incorporated partnerships, liability is limited.
Dispute Resolution Mechanism – Arbitration or litigation in Ogun jurisdiction.
Common Pitfalls to Avoid
Entering informal verbal partnerships without documentation.
Relying solely on promises or promotional materials.
Failing to verify land title or developer ownership.
Ignoring Governor’s Consent or building approvals.
Not specifying exit or buy-out options.
Using personal instead of corporate bank accounts.
Case Study: Land-for-Development Dispute in Mowe
A landowner partnered with a developer to build 10 duplexes in Mowe under a 60-40 sharing formula. No written contract existed—only WhatsApp messages and verbal assurances.
After completion, the developer sold 8 units without remitting proceeds.
The landowner engaged Chaman Law Firm, which filed a claim for breach of trust and specific performance. The court ruled that oral evidence was insufficient and ordered equitable division based on partial proof.
Lesson: Every partnership must be documented, registered, and legally enforceable.
Best Practices for Successful Real Estate Partnerships
Hire a property lawyer from inception to completion.
Define roles clearly—who provides land, who develops, who markets.
Use written agreements only—avoid verbal or informal commitments.
Register the JVA and obtain Governor’s Consent immediately.
Include arbitration and dispute-resolution clauses.
Maintain financial transparency through joint accounts and reports.
Insure the project to manage construction and market risks.
Keep communication open—review progress monthly or quarterly.
Frequently Asked Questions (FAQs)
Q1: Can a foreign or diaspora investor partner with a developer in Ogun State?
Yes. Through a registered Joint Venture Agreement and Power of Attorney, you can legally co-own and profit from Ogun properties.
Q2: Who should hold the property title?
Preferably, in both parties’ names or in a registered joint venture company.
Q3: What happens if the developer defaults?
You can invoke performance clauses, terminate the contract, and claim damages.
Q4: Is Governor’s Consent compulsory?
Yes. Without it, your agreement lacks full legal enforceability.
Q5: Can profit sharing be done in property units instead of cash?
Absolutely. The ratio should be clearly stated (e.g., 4 duplexes to landowner, 6 to developer).
The Role of Chaman Law Firm
At Chaman Law Firm, we specialize in guiding investors and developers through every stage of partnership formation and execution. Our services include:
Drafting and registration of Joint Venture Agreements (JVA).
Conducting due diligence and land title verification.
Processing Governor’s Consent and documentation.
Conflict resolution through mediation, arbitration, or court.
Advisory for diaspora and institutional investors seeking legal partnerships in Ogun.
We ensure your investment is legally secure, transparent, and profitable.
Conclusion
Partnerships with real estate developers can be one of the most profitable strategies in Ogun’s booming property market—if done legally and professionally.
The key to success lies in clear agreements, verified documentation, and professional legal representation. Never rely on trust or handshake deals when millions are at stake.
At Chaman Law Firm, we help investors turn partnerships into prosperity—protecting your rights, profits, and peace of mind.
Call to Action
Are you planning to enter a real estate partnership or joint venture in Ogun State?
Let our team of legal experts protect your interests from start to finish.
