Deed of Assignment vs Certificate of Occupancy in Nigeria

When buying land or property in Nigeria, two documents that frequently appear in property transactions are the Deed of Assignment and the Certificate of Occupancy (C of O).

Because both documents are associated with land ownership and title, buyers sometimes assume that they serve the same purpose. They do not.

A Certificate of Occupancy and a Deed of Assignment perform different legal functions. A Certificate of Occupancy is evidence of a right of occupancy granted or recognised under the applicable land law, while a Deed of Assignment is an instrument used to transfer an existing interest in land from one person to another.

Understanding the difference is important because having one document does not automatically eliminate the need for the other.

What Is a Certificate of Occupancy?

A Certificate of Occupancy is a formal document evidencing a right of occupancy over land.

Under the Land Use Act, the Governor has powers relating to the grant of statutory rights of occupancy, while the holder of a statutory right of occupancy is subject to the conditions applicable to that right.

A Certificate of Occupancy can therefore serve as important evidence of the holder’s interest in the property.

However, a Certificate of Occupancy should not be treated as an automatic and conclusive guarantee of ownership in every circumstance.

The Court has held that a Certificate of Occupancy issued under the Land Use Act is not conclusive evidence of a valid title. It is prima facie evidence of the interest or title stated in it and can be challenged where another person establishes a better title or where the grant itself is defective. See Adole v. Gwar (2008) 11 NWLR (Pt. 1099) 562.

This is why a buyer should investigate the root of title even where the seller presents a Certificate of Occupancy.

For more information, see “How to Verify a Certificate of Occupancy in Nigeria.”

What Is a Deed of Assignment?

A Deed of Assignment is a legal instrument by which a person transfers an existing interest in land to another person.

The person transferring the interest is the Assignor, while the person receiving the interest is the Assignee.

For example, where a person holding an interest in a property sells that interest to a buyer, the transaction can be documented through a Deed of Assignment.

The deed normally identifies the parties, describes the property, states the consideration and contains the operative provisions by which the relevant interest is assigned.

For a detailed explanation, see “Deed of Assignment in Nigeria: What Buyers Need to Know.”

The Main Difference Between a Deed of Assignment and a Certificate of Occupancy

The simplest way to understand the difference is this:

A Certificate of Occupancy evidences a right of occupancy, while a Deed of Assignment documents the transfer of an existing interest from one person to another.

They therefore answer different questions.

A Certificate of Occupancy primarily addresses:

What right of occupancy has been granted or recognised in respect of the property?

A Deed of Assignment addresses:

What interest is being transferred from the existing holder to the new holder?

The documents can therefore appear together in the same property transaction.

Deed of Assignment vs Certificate of Occupancy: Key Differences

Does a Certificate of Occupancy Replace a Deed of Assignment?

No.

A Certificate of Occupancy and a Deed of Assignment are not interchangeable documents.

Suppose Mr A holds a property evidenced by a Certificate of Occupancy and later sells his interest to Mr B.

The Certificate of Occupancy does not itself document the sale from Mr A to Mr B.

The transaction transferring Mr A’s interest to Mr B must be properly documented. Depending on the circumstances, this includes a Deed of Assignment and the applicable consent, stamping and registration processes.

The buyer should therefore not assume that receiving the seller’s original Certificate of Occupancy means that the buyer has completed the transfer of the property.

Does a Deed of Assignment Replace a Certificate of Occupancy?

Not necessarily.

A Deed of Assignment does not automatically become a Certificate of Occupancy merely because it has been executed.

The deed documents the transfer of the Assignor’s interest.

The buyer’s title must then be considered in light of the nature of the interest transferred, the root of title, applicable land law and the required perfection process.

The documents forming the chain of title can therefore remain important after the transaction.

Can You Buy Property With Only a Certificate of Occupancy?

A Certificate of Occupancy is an important title document, but the existence of a C of O does not mean that the buyer should dispense with due diligence.

The buyer should investigate:

• The identity of the registered or recognised holder;
• The root of title;
• The property’s location and boundaries;
• Existing mortgages or charges;
• Pending litigation;
• Government acquisition;
• Restrictions affecting the property;
• Whether the document is genuine;
• Whether the seller has authority to sell.

The Court has repeatedly recognised that a Certificate of Occupancy is not conclusive proof of title where a better title or defect in the grant is established.

See “How to Verify Land Title Before Buying Property” before committing to a purchase.

Can You Buy Property With Only a Deed of Assignment?

A Deed of Assignment should also not be treated in isolation.

The buyer must determine what interest the Assignor actually had and whether that interest was capable of being transferred.

For example, if the seller claims to have acquired the property through a previous Deed of Assignment, the buyer should examine that earlier transaction and the documents forming the seller’s root of title.

The important question is not simply:

“Does the seller have a Deed of Assignment?”

It is:

“Does the seller have a valid interest capable of being transferred to me?”

This distinction is fundamental to property due diligence.

What Happens When a Property Has Both a C of O and a Deed of Assignment?

This is common in property transactions.

For example:

1. The Government grants or recognises a statutory right of occupancy in favour of A.
2. A subsequently sells or transfers the relevant interest to B.
3. A Deed of Assignment documents the transfer from A to B.
4. The required consent, stamping and registration processes are completed.

In such a transaction, the Certificate of Occupancy forms part of the title history, while the Deed of Assignment records the subsequent transfer.

The two documents therefore complement each other rather than performing the same function.

Is the Name on the Certificate of Occupancy the Owner?

Not necessarily in the simplistic sense in which the question is sometimes asked.

The name on the Certificate of Occupancy is important evidence of the interest recognised by the document. However, a buyer must investigate the entire title history.

The Court has made it clear that a Certificate of Occupancy is prima facie rather than conclusive evidence of title. Where another person establishes a better pre-existing title, the Certificate of Occupancy can be challenged.

Consequently, a buyer should not treat the name appearing on a C of O as the end of the investigation.

What If the Seller’s Name Is Not on the Certificate of Occupancy?

This is not automatically evidence that the seller has no interest in the property.

The seller may have subsequently acquired the interest from the person named on the Certificate of Occupancy through a Deed of Assignment or another legally recognised transaction.

The buyer should then trace the chain of title from the person named on the C of O through the subsequent transfers to the current seller.

For example:

Government/Grant → Original Holder → Assignment → Subsequent Assignment → Current Seller → Buyer

Every relevant link in the chain should be investigated.

An unexplained gap in the chain can create a serious title problem.

What If the Seller Has a Deed of Assignment but No Certificate of Occupancy?

The absence of a Certificate of Occupancy does not automatically mean that the property has no valid title.

Nigerian land may be held under different forms of title and interests, and the appropriate title documents depend on the history and nature of the land.

A seller could, for example, rely on other documents forming part of the root of title.

The buyer should therefore investigate the actual root of title rather than applying a simplistic rule that every property must have a C of O.

This is particularly important when dealing with family land, customary land, excised land, government allocations and properties acquired through previous transactions.

What If the Seller Has a C of O but No Deed of Assignment?

This depends on the transaction.

If the seller is the original holder named in the Certificate of Occupancy and is selling the property for the first time, there would ordinarily be no previous Deed of Assignment from another private owner forming part of the seller’s acquisition.

If, however, the seller claims to have purchased the property from a previous owner, the buyer should expect to see the documents by which the seller acquired the interest.

The key issue is the seller’s root of title and authority to transfer the property.

Does Governor’s Consent Apply to a Deed of Assignment?

Where the transaction involves the assignment of a statutory right of occupancy, section 22 of the Land Use Act provides that the holder cannot alienate the right by assignment, mortgage, transfer of possession, sublease or otherwise without the Governor’s consent first being obtained, subject to the provisions of the Act.

Section 26 further provides that an instrument purporting to confer or vest an interest in land contrary to the Act is null and void.

This is why a Deed of Assignment should not simply be signed and treated as the end of the transaction.

The applicable title-perfection process must be completed.

See “Understanding Governor’s Consent”

Which Document Is More Important: Deed of Assignment or C of O?

The question is based on a false comparison.

They serve different purposes.

A Certificate of Occupancy can be important evidence of a right of occupancy, while a Deed of Assignment documents the transfer of an existing interest.

The real issue in a property transaction is whether the buyer has acquired a valid and properly documented interest from a person who had a transferable interest in the property.

A buyer should therefore assess the entire chain of title rather than trying to choose one document over the other.

Does a Deed of Assignment Mean the Buyer Has Perfected Title?

No.

Execution of a Deed of Assignment is an important step, but it does not necessarily complete title perfection.

Depending on the transaction, perfection can involve:

1. Obtaining the required Governor’s Consent;
2. Stamping the instrument;
3. Registration at the appropriate Land Registry; and
4. Compliance with other applicable requirements.

The precise requirements depend on the nature of the transaction and the applicable land administration framework.

Common Mistakes Buyers Make

Assuming a C of O Guarantees a Perfect Title

A Certificate of Occupancy is important but is not conclusive against every competing claim.

The buyer should investigate the root of title and other relevant circumstances.

Assuming a Deed of Assignment Automatically Creates Ownership

The seller must have a valid interest capable of being transferred.

A deed cannot manufacture a valid title where the Assignor has no transferable interest.

Failing to Trace the Chain of Title

Where a seller acquired the property from another person, the buyer should investigate the previous transaction and the documents supporting it.

Paying Because the Seller Has a C of O

The presence of a C of O should not stop the buyer from conducting a proper search.

Ignoring Governor’s Consent

Where consent is required, it should be properly addressed as part of the transaction.

Failing to Complete Registration

A buyer should not stop at obtaining a signed Deed of Assignment.

The applicable registration and title-perfection requirements should be completed.

For a broader discussion of property fraud risks, see “How to Avoid Land Fraud in Nigeria.”

What Documents Should a Property Buyer Examine?

Depending on the property, the buyer should request and investigate relevant documents including:

• Certificate of Occupancy;
• Deed of Assignment;
• Previous Deeds of Assignment;
• Governor’s Consent;
• Survey Plan;
• Deed of Assent;
• Allocation documents;
• Purchase receipts;
• Probate or Letters of Administration documents where applicable;
• Court judgments or orders where relevant;
• Building approvals and related documents where applicable.

The appropriate documents depend on the history of the property.

The buyer should not simply demand a C of O and assume that the investigation is complete.

See “Documents to Check Before Buying Land in Lagos” for a practical document checklist.

What Should You Do Before Buying a Property?

Before paying a substantial purchase price, the buyer should:

1. Verify the Seller’s Identity

Confirm who is selling the property and whether that person or entity has authority to sell.

2. Investigate the Root of Title

Trace the seller’s interest back to its source.

3. Conduct a Land Registry Search

Confirm the available official records and investigate registered interests affecting the property.

4. Verify the Property’s Identity

Compare the survey, title documents and physical property.

5. Check for Encumbrances

Investigate mortgages, charges, litigation, acquisition and other claims.

6. Review the Transaction Documents

The Deed of Assignment and other documents should accurately reflect the transaction and protect the buyer’s interests.

7. Complete Title Perfection

Address consent, stamping and registration requirements applicable to the transaction.

For a broader checklist, see “Five Legal Checks Before Buying Land in Nigeria.”

Conclusion

A Deed of Assignment and a Certificate of Occupancy are not competing documents. They serve different purposes in Nigerian property transactions.

A Certificate of Occupancy primarily evidences a right of occupancy, while a Deed of Assignment documents the transfer of an existing interest from one person to another.

A Certificate of Occupancy is not, by itself, conclusive proof that the holder has an indefeasible title, and a Deed of Assignment cannot transfer an interest that the Assignor did not validly possess. The Court has consistently treated a C of O as prima facie evidence of title rather than conclusive proof in every case.

The safest approach when buying property is therefore to examine the entire chain of title, verify the seller’s interest, conduct the necessary searches, review the transaction documents and complete the applicable title-perfection requirements.

If you are buying land or property in Lagos or elsewhere in Nigeria and need assistance verifying the title, reviewing the Deed of Assignment or completing the title-perfection process, Lexforte Attorneys can assist you from due diligence through documentation and perfection of your property interest.