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 Issue Deed of Assignment Certificate of Occupancy Primary function Transfers an existing interest Evidences a right of occupancy Typical parties Assignor and Assignee Government and holder/grantee Usually arises from Sale or other transfer Grant or recognition of right of occupancy Identifies transaction between parties Yes Not primarily Shows purchase transaction Yes No Shows right of occupancy Through the interest being assigned Yes Requires investigation of root of title Yes Yes May involve Governor’s Consent Yes, where required It is itself connected to the grant of a statutory right of occupancy Requires registration/perfection Yes, as applicable It is itself a title document Automatically proves indefeasible ownership No No 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