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A man in London wires ₦85 million to his cousin in Lagos to buy a plot in Ajah. The cousin inspects the land, meets the seller, and hands over an envelope thick with documents. Everyone is happy. Eighteen months later, the buyer learns the “title” he paid for is just a Deed of Assignment his seller never took to the Governor’s office. No consent, no registration. On paper, he still owns someone else’s unfinished business.

This happens often enough that it deserves a proper breakdown. A C of O, a Governor’s Consent, and a Deed of Assignment are not three versions of the same thing. They are three different legal events, and mixing them up is how diaspora investors lose money on land that looked perfectly fine in photographs.

What is the core legal purpose of each title document?

Here’s the problem: these three terms get used almost interchangeably in casual property conversations, and that habit costs people money.

A Certificate of Occupancy, or C of O, is granted by the State Governor and certifies a holder’s right to occupy land for 99 years from the date it was issued. It’s the first-time ownership document, the one that exists when land moves from raw, untitled status into something the state formally recognises. It works like the government’s original record that someone holds a statutory right of occupancy over a specific parcel.

A Deed of Assignment does something different. It’s the legal instrument that transfers the seller’s residual interest and title in a property to a buyer. It doesn’t create a fresh 99-year term, and it doesn’t reset anything. It simply passes along whatever interest the seller actually had, according to a comparison published by AALaw. If the seller had 60 years left on the original C of O term, that’s what moves to the buyer, not a new 99-year clock.

Governor’s Consent is the third piece, and it’s the one most buyers forget about until it’s too late. When a property that already has a C of O gets resold, the law requires the Governor, or a delegate acting on the Governor’s behalf, to approve that transfer.

So picture the sequence. Government allocates land and issues a C of O. Original holder sells to a buyer and signs a Deed of Assignment. That deed only becomes a complete, enforceable title once Governor’s Consent is stamped onto it. Skip that last step, and the paperwork in the envelope is incomplete, no matter how official it looks.

A lawyer reviewing a land file won’t just check whether a Deed of Assignment exists. The first question is whether consent was obtained, because that’s where most Lagos and Ogun land disputes actually originate.

Which sections of the Land Use Act govern each instrument?

The Land Use Act gives the Governor power over land allocation, and that power is spelled out, not implied. Under the Act’s framework, the Governor’s authority to grant rights of occupancy and issue Certificates of Occupancy sits in Section 5, which deals with initial ownership documentation. This is the provision that lets a state government allocate land to a person or company for the first time and issue the certificate that proves it.

The trade-off is that this section only covers first allocation. It doesn’t address what happens when that same land changes hands later. A different part of the Act handles resale, which is where consent requirements come in, as Section 22 of the Land Use Act addresses the prohibition on alienating a statutory right of occupancy without the Governor’s consent.

That split matters practically. A buyer acquiring land directly from a state government, through a formal allocation process, deals with Section 5 territory. A buyer acquiring land from a private individual who already holds a C of O is dealing with Section 22 territory, and the paperwork obligations are not the same.

Here’s where people get tripped up. They assume because the seller has “a C of O” everything is fine, without checking whether that C of O was issued to the seller directly, or inherited, or itself the product of an unconsented transfer somewhere back in the chain. A lawyer doing due diligence traces the title back through every transfer, not just the most recent one. Each link in that chain needed its own consent at the time it happened.

Nigerian Property Law: Navigating Title & Governor’s Consent goes deeper into how that chain-of-title check works in practice.

Why does a property transaction require Governor’s Consent instead of a new C of O?

Here’s the contrast that trips up almost every first-time buyer: state governments issue only one Certificate of Occupancy per parcel of land. Not one per owner, one per parcel. So when land with an existing C of O gets sold, the buyer cannot simply apply for a fresh C of O in their own name.

Instead, the law requires that the transaction be approved by the state Governor. That stamp is the Governor’s Consent, and it’s what legally slots the buyer into the position the seller used to occupy.

This changes how a buyer should think about “getting a title.” A buyer who insists on a brand new C of O for land that already has one, issued to someone else, is chasing something the system won’t give them. The realistic, correct outcome is Governor’s Consent on a properly executed Deed of Assignment, not a second certificate.

It also means the original C of O never disappears. It stays tied to the land’s history as the founding document, while consent and the deed track every subsequent change in hands. A diaspora investor comparing notes with a cousin who bought virgin land straight from a state government should expect a different paperwork path than someone buying a resold plot in an established estate. Both can end up fully secured. The steps to get there are not identical.

C of O, Gov Consent and Gazette: Which Nigerian Land Title? breaks down how these documents interact when multiple titles sit on the same registry file.

What legal risks arise if a Deed of Assignment lacks Governor’s Consent?

Nkwocha v. Governor of Anambra State is the case lawyers reach for when explaining this risk, because the Supreme Court’s position is blunt: a buyer who purchases property using an unconsented deed ends up with an incomplete title, even after paying the full purchase price, as legaldoc.ng’s glossary entry on Governor’s Consent explains.

Read that again, because it’s the part that surprises people. Paying in full doesn’t fix it. Having a signed deed doesn’t fix it. Moving into the property and fencing it off doesn’t fix it. Without consent, the title stays incomplete in the eyes of the law, which means the buyer’s claim can be challenged by the state, by a competing claimant, or by anyone further down a messy chain of resales.

This is exactly why standard deed templates in Nigeria include a specific clause stating that consent of the Governor or lessor, as required by the lease, has been duly obtained, according to the Deed of Assignment template published by Nigerian Law Guru. That clause isn’t decorative. It’s there because the deed itself stipulates that consent perfects the transfer. Without it, the document is only half-finished.

Why would a seller skip this step? Usually cost, time, or the seller not actually having clean enough title to survive the Governor’s office asking questions about it. None of those reasons protect the buyer.

A practical habit worth adopting: never accept a deed with a blank consent section as “almost done.” Treat an unconsented deed the way you’d treat a cheque that hasn’t cleared. It might be genuine. It might also bounce the moment someone checks. Confirm the consent has actually been granted and stamped, not just applied for, before treating the deal as closed.

Your Nigeria Property Is Not Truly Yours Without This Deed covers what a properly perfected deed should contain before a buyer signs anything.

How do revocation risks and property interests differ between documents?

A Certificate of Occupancy can be taken back. That’s the uncomfortable truth buyers need to sit with. A C of O is subject to revocation by the Governor for overriding public interest, under the Land Use Act’s provision dealing with revocation. Government road projects, public infrastructure, and rezoning decisions have all triggered revocations over the years, and holding a C of O doesn’t make a parcel immune from that process.

A Deed of Assignment sits differently. It isn’t the kind of instrument the Governor revokes in the same way, because it’s a private transfer document establishing the seller’s prior ownership and recording the buyer’s acquisition of it, rather than a grant from government. But it carries its own vulnerability: it cannot do its job properly without Governor’s Consent attached to perfect it.

So the two documents fail in different directions. A C of O holder’s risk is state repossession for a recognised public purpose. A Deed of Assignment holder’s risk is an incomplete transfer that never gets fully recognised in the first place, because consent was skipped.

What does this mean for someone evaluating a property right now? If a plot already has multiple layers of private interests, tenants, family claims, prior partial sales, the Deed of Assignment becomes the more relevant document to scrutinise, since it’s the one tracking who actually holds what, rather than a fresh C of O which wouldn’t exist yet anyway. A lawyer reviewing such land checks the deed’s chain and the consent trail before worrying about revocation risk at all.

A diaspora buyer should also know that revocation, while legally possible, isn’t the everyday threat sellers sometimes use to scare buyers into rushing. Compensation is typically payable when a right of occupancy is revoked for public purpose. The far more common way people lose money in Nigerian land deals is the quieter failure mode: an unconsented deed, a missing signature, a title chain nobody checked properly.

Frequently Asked Questions

Can I buy land that only has a Deed of Assignment and no C of O?

Yes, and it’s common, particularly on land that hasn’t gone through first registration with the state yet. What matters is whether the seller’s interest in that deed is genuine and traceable, and whether the deed itself has been properly consented to if it covers land that already carries a C of O somewhere in its history. A deed alone, with no consent and no clear chain back to the original allocation, is the riskier version of this scenario.

Does Governor’s Consent expire or need renewing?

The source material here doesn’t address an expiry mechanism for consent itself. What’s established is that consent perfects a specific transfer at the time that transfer happens. Each subsequent sale of the same land requires its own fresh consent process, since consent attaches to the transaction, not to the land indefinitely.

If my seller has a C of O, do I still need a lawyer to check anything else?

Yes. A C of O proves the original allocation was valid. It says nothing about whether the person selling to you is the same person the C of O was issued to, or whether every transfer in between was properly consented. Checking the full chain, not just the most recent document, is the actual due diligence work, and it’s where fraudulent resales and competing claims usually surface.

What happens if I find out after paying that the deed was never consented?

Under the position the Supreme Court took in Nkwocha v. Governor of Anambra State, a buyer in that position holds an incomplete title despite having paid in full. The practical route forward is to seek legal help to pursue consent retroactively where the seller and chain of title permit it, or to pursue remedies against the seller for failing to deliver a complete title as the deed required.

Is a Deed of Assignment the same thing as proof of ownership?

Not on its own. It records a transfer of whatever interest the seller held. If the seller’s own interest was weak, incomplete, or never properly consented when they acquired it, the deed passes that weakness along. Proof of ownership comes from the combination of a valid underlying title, a properly executed deed, and the Governor’s Consent perfecting the transfer.