How to Verify a Developer’s Ability to Deliver a Deed of Assignment
INVESTOR EDUCATION
Lagos, Nigeria
Before You Pay: How to Verify a Developer Can Actually Deliver Your Deed of Assignment in Nigeria
A developer cannot produce a Deed of Assignment for your individual unit simply because you have paid for it. The legal capacity to deliver that title must already exist — in the form of specific documents held at the Lands Registry — before any valid transfer to you is possible. This post explains precisely what to look for, and how to make the delivery contractually binding.
Title & Legal Due Diligence
This post is part of a wider guide on investing in off-plan commercial units in Lagos. For infrastructure requirements, leasing structures, CAM charges, and the Right of First Refusal clause, read the main guide here →
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Why this question is specific to mall unit purchases
When you purchase a standalone piece of land in Nigeria, title verification is relatively straightforward: you confirm the seller holds a valid Certificate of Occupancy, conduct a search at the Lands Registry to verify there are no encumbrances, carry out a survey and charting through the Office of the Surveyor-General, and then proceed to execute a Deed of Assignment with Governor's Consent.
Buying an individual commercial unit inside a larger mall development is a different legal exercise. You are not purchasing land. You are purchasing a defined interest in a subdivision of a larger property that the developer owns. For that transfer to be legally valid, a sequence of prior conditions must already be satisfied — because a developer cannot create a registerable Deed of Assignment for your specific unit out of nothing.
The question your lawyer must answer before you pay is not simply "does the developer own the land?" It is: does the developer possess the specific combination of registered documents that would allow the Lands Registry to recognise and record a transfer of title in your unit's name?
The consequence: a developer who cannot satisfy the five evidence requirements below is not necessarily acting in bad faith. They may simply not yet have completed the legal groundwork. But now that incompleteness is your risk, not theirs — unless it is addressed before you pay.
The five documents that constitute acceptable evidence
These are the minimum documentation items your real estate lawyer should verify through an official search at the State Lands Registry before you finalise any purchase. Each one addresses a different point of legal capacity. The absence of any one of them is a major administrative issue.
The Title in the Developer's Corporate Name
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The developer should hold a legally recognised title to the land on which the mall is being developed, and that title should have the developer’s registered corporate name. This forms the legal basis upon which any subsequent allocation, sublease, or transfer of commercial units rests.
The starting point of title verification is the developer’s ownership of the underlying land.
Common forms of acceptable root title include:
A Certificate of Occupancy issued directly in the developer’s name; or
A Deed of Assignment supported by Governor’s Consent showing a formal transfer of title from a prior owner to the developer.
What to verify
Confirm that the name appearing on the title documents matches the developer’s registered corporate name exactly as recorded with the Corporate Affairs Commission (CAC). Differences in spelling, abbreviations, or entity names require clarification.
Also verify the land-use designation attached to the title. For a mall development, the land should be approved for commercial use or another category that legally permits the intended development.
Land designated exclusively for residential, agricultural, or incompatible use may require regulatory conversion or additional approvals before commercial development can proceed. The legal and practical implications depend on the jurisdiction, approval status, and stage of development, so if there is a contradiction in land usage, independent legal verification of the land's zoning status, master plan alignment, title legitimacy, and approval history is highly advised before purchase.
An Approved Building Plan with Identifiable Unit Delineation
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In practical terms, a developer should be able to show that the specific unit being sold forms part of an approved building layout recognised by the relevant planning authority. The existence of a physical space alone is insufficient if the unit is not reflected within approved planning documentation.
A commercial unit must exist as a recognised subdivision within an approved development plan before it can be assigned as a distinct legal ownership.
For off-plan and completed mall developments, relevant documentation typically includes an approved building plan issued by the applicable state planning authority together with floor layouts or schedules identifying individual units within the development.
What to verify
Confirm that the building approval originates from the relevant state planning authority. In Lagos, this is typically the Lagos State Physical Planning Permit Authority (LASPPPA).
Also confirm that the specific unit you are purchasing appears within the approved floor layout or accompanying schedules. Identification within developer brochures, marketing layouts, or sales materials alone is insufficient without corresponding approval documentation.
The objective is clear identification. Your intended unit should be traceable as a distinct space within the approved scheme — for example, by shop number, floor designation, location reference, or another identifiable marker used in the approved documentation.
An Approved Building Plan with Identifiable Unit Delineation
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To register a Deed of Assignment at the Lands Registry, a survey plan is required. For a mall development with multiple individual units, that survey plan must go further than simply mapping the outer boundary of the property — it must carve out and assign unique spatial coordinates or beacon numbers to each individual commercial unit within the development.
This document must be drawn by a licensed surveyor and lodged with the office of the State Surveyor-General. An internal survey plan prepared by the developer or their consultants, but not formally lodged, does not satisfy this requirement.
What to verify
Ask for evidence of lodgement with the State Surveyor-General's office, not just the survey document itself. Your unit should appear with its own identifiable spatial reference on the composite plan.
There is a timing issue worth flagging here, particularly if you are purchasing before the building is complete. A final composite survey plan delineating individual units cannot legally be drawn or lodged until the physical walls of each unit exist to be measured. If you are buying off-plan, this document will not be available yet — and that is not unusual. What matters is how you structure your contractual position in the period before it can be. There is a separate guide on exactly this →
Off-plan note
Absence of a restrictive non-alienation clause
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In certain Certificates of Occupancy, there is a restriction known as a non-alienation clause. This clause may require the holder of the title to obtain prior government approval before selling, assigning, subdividing, or otherwise transferring any interest in the land.
Some land in Nigeria is allocated by government with conditions that limit how the title can be transferred or shared.
Where this restriction is active, the developer’s ability to pass legal title to a buyer is not automatic. A private sales agreement alone does not override a government-imposed condition on the underlying title. Until the restriction is formally lifted or approved for transfer, the developer may not have full legal capacity to complete a valid assignment.
What to verify
Your lawyer should review the full Certificate of Occupancy to confirm whether any non-alienation or transfer restriction is included in the title conditions.
If such a clause exists, request evidence that the required consent, waiver, or executive approval has been obtained and properly documented before proceeding with the transaction.
Worth knowing
Most investors are aware that a Certificate of Occupancy exists, but far fewer review the specific conditions written inside it. The non-alienation clause is one example of a term that can affect how a transaction is executed, but it is not the only one.
Certificates of Occupancy are not uniform. The conditions attached to them can differ in ways that materially affect transfer rights, development permissions, and transaction structure. These differences are often not highlighted during early-stage negotiations, and in some cases only become relevant once a deal is already underway.
There is a broader guide that breaks this down in detail: what is actually written in a Nigerian C of O →
A Clean Search Report — No Active Mortgages or Encumbrances
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Where such a mortgage exists, the bank’s interest ranks ahead of any subsequent transfer. This means the developer cannot fully transfer a clean legal interest in a unit unless the lender’s rights have been addressed. A Deed of Assignment executed without the lender’s consent may not be effective against the mortgage interest: if the developer defaults on the loan, the bank can legally seize and sell the unit to recover debt, overriding the purchaser's ownership rights.
Many large commercial developments in Nigeria are financed through bank loans secured against the development land. In these arrangements, the land is often used as collateral through a registered legal mortgage in favour of the lender.
What this means in practice: A “clean” title in this context means the land is free from registered charges that could affect your ability to obtain an unencumbered interest in the unit.
What to verify
Your lawyer should carry out an official search at the relevant Lands Registry and obtain a search report confirming whether any mortgage, charge, or other encumbrance is registered against the title.
If an encumbrance exists, request documented evidence of how your unit will be released from that security. Verbal assurances from the developer are not sufficient without a corresponding legal instrument involving the lender.
If a mortgage is registered, the transaction can still proceed, but only where there is a clear legal mechanism ensuring release of your specific unit from the lender’s security upon completion of payment.
This is usually done through either:
a Deed of Release; or
a Tripartite Agreement involving the developer, the buyer, and the financing bank.
In both cases, the bank formally acknowledges the arrangement and agrees to release the unit once agreed conditions are met.
The Lands Registry search should be conducted independently by your lawyer, not treated as a formality or verified only through documents supplied by the developer. The developer’s role is to complete the sale. Your lawyer’s role is to confirm that the underlying title is capable of being transferred without hidden restrictions or competing claims.
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Where those two roles are separated properly, the risk of structural defects in your title is significantly reduced.
The contractual commitment that ensures delivery
Confirming that the required title documents exist, or can validly exist, is only the first part of due diligence in a mall unit purchase. The second part is ensuring that delivery of your Deed of Assignment is not left to informal assurances, but is bound to a clear contractual obligation with defined consequences.
A receipt or payment schedule does not create this obligation. A verbal promise does not either. The enforceable mechanism is a written agreement executed before full payment, typically in the form of a Contract of Sale or a Deed of Sub-Lease.
That agreement should clearly define how and when title will be delivered, and what happens if it is not.
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A Title Delivery Clause
This clause sets a specific deadline for delivery of a registrable Deed of Assignment or Deed of Sub-Lease. The timeline must be explicit and measurable — for example, “within 90 days of practical completion”
General wording such as “upon completion” is insufficient because it does not fix a clear point in time. In practice, undefined milestones can shift, which makes enforcement difficult.
An Indemnity Clause
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This clause defines the remedy if delivery does not occur as agreed or if the title delivered is defective. It typically requires the developer to refund the purchase price, often with agreed interest and compensation for documented losses, if they fail to deliver a registrable title within the agreed timeframe.
This provision gives the delivery timeline practical force. Without it, a missed deadline remains a breach without a clearly defined financial consequence.
A developer who resists including either of these clauses is signalling either that they are not confident in their ability to deliver clean title, or that they are not accustomed to dealing with buyers who understand their legal position. Either way, that resistance is information. A developer with clean title, a lodged survey plan, and no encumbrances has no commercial reason to object to committing those facts in writing.
What to do with this information
The five title checks and the two contractual protections described above form a minimum due diligence standard for purchasing a unit in a multi-unit commercial development. They are not optional enhancements to the process. They are the baseline conditions required to confirm that a transaction can produce a valid and enforceable transfer.
The practical next step is to bring this framework into the legal process early, before any financial commitment is made.
Discuss it with your lawyer ahead of the first engagement with the developer. Instruct them to conduct an independent Lands Registry search and provide a written opinion on each of the five title items. The output should be a documented assessment, not verbal confirmation.
Where any item is incomplete or unclear, the developer should be required to state, in writing, how and when it will be resolved. That resolution pathway should then be reflected directly in the contract terms before payment proceeds..
Buying 90sqm–150sqm in an Off-Plan Lagos Mall
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A detailed investment guide covering infrastructure requirements by unit size, shell-and-core handover standards, triple net leasing, common area maintenance charges, right of first refusal clauses, title documentation, and the KVA-related questions relevant to mall investments in Lagos.
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