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.