De-risking Title in Lagos: Governor’s Consent, C of O, and Eko Atlantic Compliance

October 29, 2025
Advisory, Investment, Legal
4 min read

Introduction

In prime Lagos real estate, returns follow reliability. For our clients, asset quality is only as strong as the certainty of title, the predictability of transfer, and the discipline of post-completion compliance. That certainty rests on three anchors: the legal regime that governs grants and transfers, the integrity of the public record, and the additional protocols that apply inside special districts like Eko Atlantic.

Under Nigeria’s land regime, validating a transfer is not a paperwork exercise; it is a sequence. A state grant recorded by a Certificate of Occupancy establishes the root, but it does not replace due diligence on chain, survey, or encumbrances. Where an interest is being assigned or charged, Governor’s Consent, stamping, and registration perfect the instrument and make it stand up to lender and committee scrutiny. Meanwhile, Lagos has modernised parts of the process with e-registry services for searches and certified copies, improving auditability. Inside Eko Atlantic, free-zone status and estate controls add a second layer: developer consents, technical no-objection certificates, and recognition of lender step-in alongside state planning and building control.

This article sets out a practitioner’s approach to de-risking title for UHNW and institutional capital: what a C of O does (and doesn’t), when consent is required, how to run a tight verification track, and what changes once a transaction sits inside Eko Atlantic. Our lens is practical: protect downside first, then structure the upside.

C of O vs Governor’s Consent: functions, limits, and the sequence that perfects title

A Certificate of Occupancy (C of O) records the state’s grant over a defined parcel and anchors the root of title. It sets the commencement date and term, identifies the holder, and provides a documentary basis for valuation, financing, and transfer. What it does not do is cure defects upstream. If the initial acquisition was flawed, if encumbrances were never discharged, or if the survey conflicts with adjoining coordinates, a pristine C of O cannot sanitize the chain. That is why committee-grade due diligence still begins with capacity, chain, survey charting at the Office of the Surveyor-General, and registry checks for notices, cautions, mortgages, or litigation.

Governor’s Consent speaks to transfers and charges. Under the Land Use framework, an assignment, mortgage, or sublease of a statutory right requires the Governor’s prior consent. In practice, perfection is a three-step sequence: execute the instrument, pay stamp duties within time, then obtain consent and register the perfected instrument. Skipping steps creates gaps that lenders, counterparties, or courts will not ignore. A disciplined close packages the chain, charting report, fiscal clearances, identity and corporate authority documents, and proof of ground rent into one submission so consent and registration can proceed without re-queries.

For bankability, the objective is simple: deliver a chain that an auditor can follow, a survey that charts cleanly, an instrument that is consented and stamped, and a folio that shows the buyer or lender in priority. When those elements align, pricing and exit timelines become defensible.

Inside Eko Atlantic: how free-zone and estate protocols affect transfers, mortgages, and operations

Eko Atlantic overlays a free-zone governance structure on top of Lagos State law. The result is a dual-track environment. On one track are estate controls—design review, utilities interface, service rules, technical no-objection certificates, and the developer’s consent for assignments or charges. On the other track are state requirements—planning permits, building control, fire and life-safety, and any statutory consents that attach to the underlying interest.

Interests are often documented as plot allocations, headleases, subleases, or development agreements with the city developer, rather than the standard grant seen elsewhere in Lagos. That difference changes the closing checklist. Counsel must confirm the exact nature of the interest, what consents apply to a transfer or mortgage, and how lender step-in will be recognised. Recognition agreements with the developer, evidence of service-charge standing, and current technical NOCs typically sit alongside the title pack when a bank sizes risk.

For operating companies seeking free-zone benefits, there is a separate licensing and compliance lane; it is distinct from the real-estate transfer but time-sensitive and report-driven. The cleanest executions align both tracks: estate approvals mirror state permits, consent conditions are embedded in escrow mechanics, and step-in rights are documented so funds move only after conditions are met.

Conclusion

In prime Lagos real estate, defensible returns begin with defensible title. A Certificate of Occupancy establishes the state’s grant; Governor’s Consent perfects assignments and charges; stamping and registration complete the chain. Inside Eko Atlantic, estate approvals and free-zone protocols sit alongside state planning and building control. When these tracks are aligned and verified in sequence, capital moves with clarity, lenders price risk accurately, and exits hold up under scrutiny.

Next steps we recommend

  • For buyers: initiate e-registry searches and Certified True Copies, chart the survey with the Office of the Surveyor-General, and align payment milestones to perfection deliverables.
  • For lenders: require consent (or gap cover) before first draw, insist on recognition and step-in rights for Eko Atlantic assets, and tie disbursements to QS-certified progress and compliance.
  • For counsel: anchor closing on a CP/CS checklist that links consent, stamping, registration, estate NOCs, and fiscal clearances to escrow release.