Governor’s Consent in Nigeria: When Is It Required?

Governor’s Consent is one of the most important concepts in Nigerian land transactions. Buyers, sellers, developers and property investors frequently encounter the requirement when land or property is being transferred.

A common mistake, however, is to assume that Governor’s Consent is required for every transaction involving land or that every property without a Governor’s Consent is automatically worthless.

The legal position is more specific.

Under the Land Use Act, the requirement principally arises in connection with the alienation of a statutory right of occupancy. Understanding when consent is required, what transactions trigger it and the consequences of failing to obtain it is essential before buying, selling, mortgaging or transferring property in Nigeria.

What Is Governor’s Consent?

Governor’s Consent is the consent of the Governor required under the Land Use Act for certain dealings with a statutory right of occupancy.

Section 22(1) of the Land Use Act provides that the holder of a statutory right of occupancy granted by the Governor cannot alienate the right, or any part of it, by assignment, mortgage, transfer of possession, sublease or otherwise without first obtaining the Governor’s consent, subject to the exceptions contained in the Act.

The requirement is therefore connected to the alienation of a statutory right of occupancy.

It is not simply another document that every landowner must obtain before owning or possessing land.

When Is Governor’s Consent Required?

Governor’s Consent is generally required where the holder of a statutory right of occupancy seeks to alienate the right or an interest in it.

This includes several important transactions.

1. Assignment of a Statutory Right of Occupancy

An assignment involves the transfer of the holder’s interest in land to another person.

For example, where A holds a statutory right of occupancy and agrees to transfer his interest in the property to B, the transaction will generally require the Governor’s consent under section 22 of the Land Use Act.

This is one of the most common circumstances in which buyers encounter Governor’s Consent.

2. Mortgage of a Statutory Right of Occupancy

Governor’s Consent is also relevant where a statutory right of occupancy is mortgaged.

A property owner who wishes to use the property as security for a loan should therefore consider the applicable consent requirements before creating the mortgage.

The Land Use Act contains a specific exception concerning the creation of a legal mortgage in favour of a person where an equitable mortgage over the right of occupancy has already been created with the Governor’s consent.

3. Sublease

The grant of a sublease over land covered by a statutory right of occupancy can also require Governor’s Consent.

Section 22 expressly includes sublease among the transactions requiring consent, while section 23 deals specifically with sub-underleases.

4. Transfer of Possession

The requirement is not limited to documents labelled “Deed of Assignment.”

Section 22 refers expressly to the transfer of possession and to alienation “otherwise howsoever.”

The substance of the transaction therefore matters. A party should not assume that simply changing the name or form of the transaction eliminates the statutory requirement.

When Is Governor’s Consent Not Automatically Required?

Not every dealing with land falls under section 22.

The requirement should be examined in light of the nature of the interest and the transaction.

Customary Rights of Occupancy

Customary rights of occupancy are dealt with separately under section 21 of the Land Use Act.

Section 21 provides that a customary right of occupancy cannot generally be alienated by assignment, mortgage, transfer of possession, sublease or otherwise without the requisite consent or approval. For transactions other than the specified court-sale situation, the approval of the appropriate local government is required.

Accordingly, it is incorrect to treat every land transaction in Nigeria as if section 22 automatically applies.

The nature of the right of occupancy must first be established.

Does Every Deed of Assignment Require Governor’s Consent?

A Deed of Assignment involving the alienation of a statutory right of occupancy will generally require the relevant consent.

However, the fact that a document is called a “Deed of Assignment” does not by itself answer every question about the transaction.

A lawyer should establish:

• The nature of the interest being transferred;
• The root of title;
• Whether the interest is statutory or customary;
• Whether the transaction constitutes an alienation;
• Whether a statutory exception applies;
• The applicable state land administration requirements; and
• The steps required to perfect the transaction.

This is particularly important because land transactions can involve different interests and stages of title.

What Is the Difference Between a C of O and Governor’s Consent?

A Certificate of Occupancy and Governor’s Consent serve different purposes.

A Certificate of Occupancy is generally evidence of a grant or recognition of a right of occupancy.

Governor’s Consent, on the other hand, concerns the required consent to a subsequent alienation of a statutory right of occupancy.

For example, a person may hold a Certificate of Occupancy and subsequently sell or assign the property to another person. The subsequent assignment can trigger the requirement for Governor’s Consent.

Therefore, a buyer should not assume that seeing the seller’s C of O means that the buyer’s acquisition is automatically perfected.

Why Is Governor’s Consent Important to a Buyer?

Suppose a seller shows a buyer a valid C of O.

The buyer pays the purchase price and receives a Deed of Assignment.

That does not necessarily mean that all statutory requirements relating to the transfer have been completed.

Where the transaction requires Governor’s Consent, the consent forms an important part of the process of perfecting the buyer’s interest.

This is why property buyers should consider not merely whether the seller has title, but also how the buyer’s own interest will be legally transferred and perfected.

What Happens If Governor’s Consent Is Required but Not Obtained?

Where Governor’s Consent is required under section 22 of the Land Use Act and the parties proceed to alienate a statutory right of occupancy without first obtaining the required consent, the transaction is null and void by virtue of section 26 of the Act.

Section 26 provides that:

“Any transaction or any instrument which purports to confer on or vest in any person any interest or right over land other than in accordance with the provisions of this Act shall be null and void.”

The Supreme Court has applied this provision directly. In Union Bank of Nigeria Plc v Ayodare & Sons (Nig.) Ltd (2007) LPELR-3391 (SC), the Court held that where the requisite consent has not been obtained, the transaction or instrument purporting to confer or vest an interest in the land is null and void. The Court also reaffirmed the earlier decision in Savannah Bank (Nig.) Ltd v Ajilo (1989) 1 NWLR (Pt. 97) 305, where failure to obtain the required consent rendered the mortgage transaction null and void.

The consequence is therefore not merely that the transaction is incomplete or that the parties have an outstanding administrative obligation. Where the transaction falls within section 22 and has been carried out without the required consent, the purported alienation does not validly confer the interest it purports to transfer.

But There Is an Important Distinction

The law distinguishes between an agreement to sell land and the completed alienation of the interest in the land.

The courts have recognised that parties can enter into an agreement for the sale of land and make completion subject to obtaining the Governor’s Consent. At that contractual stage, the agreement is not necessarily rendered void merely because consent has not yet been obtained. The Supreme Court explained this distinction in Awojugbagbe Light Industries Ltd v Chinukwe (1995) 4 NWLR (Pt. 390) 379, and subsequent decisions have applied it.

The critical question is therefore whether the parties have merely entered into a contract under which consent is to be obtained before the alienation is completed, or whether they have purported to transfer or alienate the statutory right without the required consent.

Where the latter has occurred, sections 22 and 26 operate together to render the transaction or instrument null and void.

What Does This Mean for a Buyer?

A buyer who acquires a statutory right of occupancy through an assignment requiring Governor’s Consent but proceeds without obtaining the required consent does not acquire a validly transferred interest merely because:

• the purchase price has been paid;
• a Deed of Assignment has been executed;
• the buyer has taken possession;
• the seller has handed over the original title documents; or
• the transaction has been witnessed or notarised.

The statutory requirement cannot be replaced by private agreement.

This is why Governor’s Consent should be addressed before completion of the alienation, rather than treated as an optional document to be obtained at some later date.

Can the Parties Simply Obtain Consent Later?

Not every case can be treated as though an invalid transaction automatically becomes valid merely because the parties subsequently decide to apply for consent.

Where the transaction has already been completed in breach of section 22, the parties should not assume that subsequent administrative steps automatically cure the defect. The legal effect depends on the nature of the transaction and the manner in which the parties structured it.

The safer and legally correct approach is to structure the transaction from the outset so that the required consent is properly incorporated into the completion and perfection process.

The Practical Consequence

The consequence can therefore be stated simply:

Where section 22 of the Land Use Act requires Governor’s Consent and the parties purport to alienate the statutory right of occupancy without obtaining that consent, section 26 renders the transaction or instrument null and void.

A carefully structured agreement for sale is different. Parties can contract for a future transfer subject to obtaining the requisite consent; what the law does not permit is the completed alienation of the statutory right in breach of section 22.

For a purchaser, this distinction is critical. Before paying the purchase price or accepting an executed transfer, the purchaser should establish whether the transaction requires Governor’s Consent and ensure that the transaction is structured to comply with the Land Use Act.

Can You Sell Land Before Obtaining Governor’s Consent?

This question requires careful distinction.

Parties can enter into contractual arrangements concerning a proposed property transaction, but where the transaction constitutes an alienation of a statutory right of occupancy, section 22 imposes the requirement for the Governor’s consent.

The parties should therefore structure the transaction properly and ensure that the applicable consent and perfection requirements are addressed.

A buyer should not simply rely on an agreement stating that “Governor’s Consent will be obtained later” without understanding the legal consequences of the transaction and the steps required to complete it.

Can You Buy Property With a C of O but Without Governor’s Consent?

This situation is common in the Nigerian property market.

For example, a seller may have:

• A C of O in his name;
• A Deed of Assignment;
• A survey plan; and
• Other title documents.

The seller may then offer to transfer the property to a buyer.

The key question is not whether the property has a C of O. The question is whether the seller’s interest can validly be transferred to the buyer and whether the required consent and registration processes have been or will be completed.

The buyer should therefore have the transaction reviewed before paying the purchase price.

Governor’s Consent and Perfection of Title

Property buyers often hear the term “perfection of title.”

In a typical property transaction, perfection involves completing the relevant legal and administrative steps required to give the buyer’s interest the appropriate legal and registrable status.

Depending on the transaction and the applicable state requirements, this can involve:

1. Obtaining the relevant consent;
2. Stamping the transaction document;
3. Registering the instrument; and
4. Completing other applicable statutory or administrative requirements.

The exact process varies depending on the property, the nature of the interest and the state in which the property is located.

Lagos State, for example, operates its own land administration and property services system. The state government currently directs residents to its official housing and lands services through its central government services platform.

Is Governor’s Consent the Same as Registration?

No.

Consent and registration are related but distinct concepts.

Governor’s Consent addresses the statutory requirement for the Governor’s approval of certain dealings with statutory rights of occupancy.

Registration concerns the recording of the relevant instrument in the appropriate land registry.

A transaction can therefore require several stages of perfection rather than one single administrative step.

In practice, buyers should obtain advice on the entire perfection process instead of treating Governor’s Consent as the only requirement.

Does Governor’s Consent Guarantee Good Title?

No.

Governor’s Consent should not be treated as a substitute for title investigation.

A buyer should still investigate:

• The root of title;
• Identity of the seller;
• Authority to sell;
• Existing encumbrances;
• Mortgages and charges;
• Litigation;
• Government acquisition;
• Survey information;
• Physical possession; and
• Other interests affecting the property.

The existence of a government consent does not remove the need for comprehensive due diligence.

Governor’s Consent for Land Purchased From a Developer

Property transactions involving developers require particular attention.

A developer may hold an interest under a particular title and subsequently sell individual plots, apartments or other interests to purchasers.

The buyer should establish:

• The developer’s title;
• The nature of the developer’s interest;
• The authority to sell;
• Whether the interest being sold is capable of transfer;
• The consent and registration requirements;
• The documents the buyer will receive; and
• Who is responsible for perfecting the buyer’s title.

These matters should be addressed in the sale agreement rather than left to informal assurances.

Governor’s Consent in Lagos Property Transactions

Lagos has a particularly active property market, making the issue of title perfection important for buyers and investors.

The Lagos State planning regulations, for example, recognise documents such as a Certificate of Occupancy, Governor’s Consent and other title instruments as evidence of ownership for development-permit purposes.

However, planning approval and title perfection are separate issues.

A development permit should not be treated as proof that the buyer has acquired a valid and fully perfected title to the property.

Similarly, possession of a title document should not cause a buyer to overlook planning, survey, acquisition and other property-related requirements.

How to Protect Yourself When Buying Property That Requires Governor’s Consent

Before completing the transaction:

1. Investigate the seller’s title

Confirm the seller’s interest and investigate the root of title.

2. Conduct an official search

Search the relevant land registry or land administration records.

3. Review the Deed of Assignment

The transaction document should accurately describe the property, parties, consideration, interest being transferred and relevant obligations.

4. Confirm the consent requirement

Determine whether the particular transaction requires Governor’s Consent or another form of consent or approval.

5. Agree who will handle perfection

The sale agreement should clearly state who is responsible for:

• Consent;
• Stamping;
• Registration;
• Related fees; and
• Other perfection requirements.

6. Do not rely solely on the seller’s assurances

The buyer should obtain independent legal advice.

7. Do not treat an unperfected title as a minor issue

If the seller says that consent or registration is “not necessary,” ask for the legal basis for that position.

Common Misconceptions About Governor’s Consent

“Every property must have Governor’s Consent.”

Not necessarily. The requirement depends on the nature of the right and the transaction.

“A C of O means Governor’s Consent is irrelevant.”

Incorrect. A subsequent alienation of a statutory right of occupancy can trigger the requirement for consent.

“Governor’s Consent is the same as a C of O.”

They serve different functions.

“Once Governor’s Consent is obtained, no further registration is required.”

Not necessarily. Consent and registration are separate aspects of title perfection.

“Governor’s Consent proves that the seller owns the property.”

Not by itself. The underlying title and the seller’s authority must still be investigated.

Conclusion

Governor’s Consent is a central requirement in many Nigerian land transactions, particularly where a holder of a statutory right of occupancy is assigning, mortgaging, subleasing or otherwise alienating the interest.

Section 22 of the Land Use Act provides the principal statutory framework for these transactions.

The important point for a property buyer is that Governor’s Consent should be considered as part of the wider title and perfection process, not in isolation.

Before buying property, investigate the seller’s title, conduct an official search, confirm the nature of the interest being transferred and establish exactly what consent, stamping and registration steps are required.

If you are buying, selling or transferring property in Nigeria and need advice on Governor’s Consent, title verification or perfection of title, Lexforte Attorneys can assist with the legal due diligence and documentation required to protect your interest.