Introduction
A legal search is an important part of legal due diligence in Nigeria. Before buying land, entering into certain business transactions, accepting property as security, or relying on information about a person, company or property, it may be necessary to search the records maintained by the relevant government authority or registry.
A legal search can help reveal information that may not be apparent from the documents presented to you by the other party. It can also help identify registered interests, encumbrances, competing claims, litigation or other issues that may affect a proposed transaction.
However, a legal search is not the same as simply checking whether a document looks genuine. It is an investigation of relevant official records to determine what those records disclose about the subject of the search.
What Is a Legal Search?
A legal search involves examining records maintained by a relevant registry, court, government agency or other official institution to obtain information about a person, company, property, transaction or legal interest.
The nature of the search depends on what you are investigating.
For example, a property search may be conducted to investigate the registered title and interests affecting a particular parcel of land. A company search may be conducted to verify information recorded by the Corporate Affairs Commission (CAC). A court search may be undertaken to investigate whether proceedings relating to a person, property or transaction are pending or have previously been filed.
The purpose is not merely to obtain a document. It is to investigate the information contained in the relevant official records and assess what that information means for the proposed transaction.
Why Is a Legal Search Important?
A person selling land may provide you with a Certificate of Occupancy, deed, survey plan or other title document. A company may provide its incorporation documents and corporate information. A party to litigation may provide documents relating to a court case.
You should not necessarily rely on documents supplied by an interested party without independently verifying the relevant information.
A search may reveal information such as:
- the person or entity recorded in the relevant register;
- the nature of an interest recorded against a property;
- registered mortgages, charges or other encumbrances;
- restrictions or other entries affecting a property;
- information concerning a company’s registration and corporate records;
- the existence of court proceedings, where the relevant court records can be searched; and
- inconsistencies between information supplied by a party and information contained in official records.
A search can therefore help you identify issues that require further investigation before you commit money or enter into a transaction.
When Should You Conduct a Legal Search?
The appropriate time to conduct a search depends on the transaction, but it is generally sensible to conduct the relevant searches before completing a transaction or making an irreversible commitment.
For example, a legal search may be appropriate:
- before purchasing land or a house;
- before accepting property as security for a loan;
- before acquiring an interest in a company;
- before entering into a significant transaction with a company;
- before relying on a power of attorney in a property transaction;
- where there is a concern that property may be subject to a mortgage, charge or other interest;
- where there is a possibility of litigation affecting a property or transaction; or
- where information supplied by another party needs to be independently verified.
The earlier a significant problem is discovered, the more options you may have for dealing with it.
Types of Legal Searches in Nigeria
There is no single search that will answer every legal question. The appropriate search depends on the subject matter of the transaction.
1. Land and Property Search
A land search is one of the most common forms of legal search in property transactions.
The search is conducted at the appropriate land registry or land administration authority in the jurisdiction where the property is located.
The precise procedure varies between jurisdictions. In the Federal Capital Territory, for example, Abuja Geographic Information Systems (AGIS) located at 4 Peace Drive, Central Area, Federal Capital Territory, Abuja,provides property search and verification of land records and identifies its Deeds Registry as responsible for conducting legal searches. (AGIS FCTA)
A property search may help establish what is recorded in the land records concerning the property, including information relating to the registered title and interests affecting it.
It is important, however, not to treat a land search as a complete substitute for legal due diligence. The search result must be examined together with the title documents, survey information, transaction documents and other relevant evidence.
2. Company or Corporate Search
Where a transaction involves a company or business, a search may be conducted through the Corporate Affairs Commission.
The CAC maintains Nigeria’s corporate registry and provides a public search facility for registered entities. Its public search facility allows searches using information such as an entity name or RC number. (www.icrp.cac.gov.ng/public-search)
Depending on the nature of the search and information required, a company search may assist in verifying information about the entity and its corporate records.
The CAC also maintains a Persons with Significant Control register through which information concerning persons with significant control may be searched. (CAC PSC SEARCH)
A company search can therefore be useful when dealing with a company as a purchaser, investor, lender, contracting party or proposed seller.
3. Court or Litigation Search
A court search may be relevant where you need to investigate whether litigation exists or has existed concerning a person, property or transaction.
The procedure depends on the particular court and jurisdiction. Some courts now provide electronic facilities for searching cases or accessing court information.
For example, the FCT High Court has a public case directory that permits searches using information such as parties and suit numbers. (Comis FCT High Court)
However, an online case directory should not automatically be treated as a complete substitute for appropriate enquiries at the relevant court registry. The scope and availability of electronic records vary between courts.
Where a transaction involves property, it may also be necessary to investigate whether litigation affects the property or the title being relied upon.
4. Other Registry Searches
Depending on the circumstances, other searches or enquiries may also be appropriate.
For example, a transaction may require investigation of records relating to:
- registered charges or security interests;
- probate or estate matters;
- powers of attorney;
- planning or development matters;
- survey information;
- regulatory approvals; or
- other interests recorded by a government authority.
The appropriate search should therefore be determined by the nature of the transaction rather than by applying the same checklist to every matter.
How to Conduct a Land Search in Nigeria
Because property transactions are particularly vulnerable to title problems, it is useful to understand the basic process.
The exact procedure depends on the location of the property and the relevant land administration system.
Step 1: Identify the Property Correctly
Before applying for a search, obtain sufficient information to identify the property.
Depending on the circumstances, this may include:
- the plot number;
- block or section number;
- district or location;
- survey plan;
- title document;
- Certificate of Occupancy or other evidence of title;
- Deed of Assignment or other relevant instrument; and
- other identifying information contained in the land records.
Errors in the property description can result in a search being conducted against the wrong property or can delay the search.
Step 2: Obtain the Relevant Title Documents
Ask the person claiming an interest in the property to provide the documents upon which that interest is based.
Do not assume that the documents supplied establish the entire title.
The documents should be examined alongside the information obtained from the relevant registry.
Step 3: Apply to the Appropriate Land Registry or Authority
The search should be conducted at the land registry or land administration authority responsible for the property.
The process differs from one jurisdiction to another.
For example, AGIS currently publishes a specific procedure for legal searches in the FCT. Its published procedure includes submission of an application, payment of the applicable search fee, presentation of the original title document for sighting and submission of the application with the receipt attached. (AGIS LEGAL SEARCH GUIDE)
This illustrates why a general article should not assume that the procedure in Abuja is identical to the procedure in Lagos, Rivers, Enugu or another State.
Step 4: Examine the Search Result
Obtaining the search result is not the end of the process.
The information in the result should be compared with the documents supplied by the vendor or other party.
Among other things, you may need to consider:
- Who is recorded as having the relevant interest?
- Does the property description correspond with the property being offered?
- Does the information correspond with the title documents supplied?
- Are there registered mortgages, charges or other encumbrances?
- Are there restrictions or other adverse entries?
- Are there inconsistencies requiring further investigation?
- Is there information suggesting that another person or entity may have an interest in the property?
The answer to one question may lead to another investigation.
Step 5: Investigate Any Red Flags
If the search reveals an encumbrance, conflicting information, unusual entry or other concern, do not simply ignore it because the vendor has provided an explanation.
The issue should be investigated and, where appropriate, the relevant registry records or supporting documents should be examined further.
Depending on the circumstances, it may be necessary to obtain certified copies of relevant documents, conduct additional searches, make further enquiries or seek legal advice before proceeding.
What Documents May Be Needed for a Search?
The documents and information required depend on the type of search and the institution conducting it.
For a property search, the information may include the title document, property identification details and other information needed to identify the relevant land record.
For a company search, information such as the company’s registered name or RC number may be sufficient for an initial search. The CAC’s public search facility currently allows users to search for existing entities using an entity name, RC number or AV code. (CAC PUBLIC SEARCH)
Where a search is being conducted professionally as part of a wider transaction, the lawyer may require additional documents and information to determine the scope of the investigation.
What Is the Difference Between a Legal Search and Document Authentication?
A legal search and document authentication are related but different exercises.
A legal search investigates information contained in official records.
Document authentication involves verifying whether a particular document is genuine, properly issued, executed, certified or otherwise capable of being relied upon.
For example, a land search may reveal what the land records show concerning a property. Separately, a particular title document supplied to you may need to be independently verified.
For a practical guide on verifying court documents, legal agreements, property documents and other legal documents in Nigeria, see our article: How to Authenticate Court Documents and Legal Agreements in Nigeria.
Neither exercise necessarily amounts to complete legal due diligence.
Is a Legal Search the Same as Legal Due Diligence?
No.
A legal search is generally one component of a broader due diligence exercise.
For example, when purchasing land, a lawyer may need to investigate not only the land registry records but also the root of title, survey information, the identity and authority of the person selling the property, possession, relevant transaction documents and other matters arising from the particular circumstances.
Similarly, when dealing with a company, a CAC search may verify information contained in the corporate registry, but it may not answer every question relevant to the proposed transaction.
The appropriate scope of due diligence depends on the transaction and the risks involved.
Can You Conduct a Legal Search Yourself?
Some searches can be initiated or conducted through publicly available online platforms.
For example, the CAC provides a public search facility for company and business information. (CAC PUBLIC SEARCH)
Some land authorities also provide procedures for members of the public to apply for searches. AGIS, for example, publishes its legal-search procedure for the FCT. (AGIS FCTA)
However, being able to obtain a search result is not the same as knowing how to interpret it.
A search may contain technical descriptions, historical entries, registered interests or other information whose legal significance is not immediately obvious to someone unfamiliar with property or corporate law.
For significant transactions, it is therefore prudent to have the search result reviewed by a qualified legal practitioner.
Common Mistakes to Avoid
When conducting a legal search, avoid the following mistakes:
1. Searching the wrong property or entity.
Always check the identifying information carefully before submitting the search.
2. Relying only on documents supplied by the other party.
Independent verification is important where the transaction involves substantial legal or financial interests.
3. Assuming that a clean-looking document means there is no problem.
The authenticity of a document and the status of the underlying legal interest are separate questions.
4. Treating a search as a guarantee of good title.
A search provides information from the records searched. It does not necessarily eliminate the need for further investigation.
5. Ignoring discrepancies.
Differences between the search result and the documents supplied should be investigated.
6. Failing to investigate encumbrances.
A mortgage, charge, restriction or other registered interest may materially affect a transaction.
7. Conducting only one type of search where several may be necessary.
The appropriate searches depend on the nature of the transaction.
What Should You Do After the Search?
The search result should be treated as part of the evidence used to make a legal decision.
If the search confirms the information provided by the other party and no significant issue is identified, the transaction may proceed to the next stage, subject to the completion of the wider due diligence.
If the search reveals an adverse entry or inconsistency, further investigation should be carried out before proceeding.
Depending on the problem, the appropriate response may include requesting additional documents, obtaining certified copies, making further enquiries, requiring the other party to resolve an issue, renegotiating the transaction or deciding not to proceed.
A search result should therefore not simply be filed away. It should inform the legal advice and decision-making that follows.
Conclusion
Conducting a legal search is an important part of protecting your legal and financial interests in Nigeria. Whether you are purchasing property, dealing with a company, investigating potential litigation or entering into another significant transaction, checking the relevant official records can reveal information that may not appear from the documents presented by the other party.
However, a legal search is only one part of proper legal due diligence. The appropriate search, the authority responsible for conducting it and the information that can be obtained will depend on the nature and location of the subject matter.
Where significant interests are involved, consider engaging a qualified Nigerian lawyer to conduct or review the relevant searches and advise you on what the results mean before you proceed.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Search procedures, fees, available records and requirements may vary between jurisdictions and institutions in Nigeria and may change over time. Readers should consult the relevant authority or a qualified Nigerian legal practitioner for advice concerning a specific transaction or search.
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