4,000+ Words | LMS-Ready Certification Material

April 2026

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Learning Objectives

Upon completion of this lesson, candidates shall be able to:

Identify the circumstances in which a power of attorney is required or advisable in Nigerian property and mortgage transactions, with reference to the practical conditions prevailing in Lagos, Abuja, and Port Harcourt.

Explain the legal requirements for the capacity of both the donor and the donee of a power of attorney, distinguishing between natural persons and corporate bodies.

Describe the essential features and characteristics of a power of attorney under Nigerian law, including the distinction between general and special powers.

Classify powers of attorney according to their characterisation as simple, by deed, or as powers coupled with an interest, and assess the legal consequences that flow from each classification.

Analyse the extent of authority conferred by a power of attorney and the principles governing the construction of the instrument by Nigerian courts.

Evaluate the rules governing the revocability and duration of powers of attorney, distinguishing between express revocation, implied revocation, and termination by operation of law.

Assess the statutory and common-law protections available to third parties who deal in good faith with a donee whose authority has been revoked or has otherwise determined.

Distinguish between a power of attorney and a conveyance, explaining why a power of attorney cannot, of itself, operate to transfer title to land.

Specify the requirements of form, content, and perfection applicable to powers of attorney used in property transactions, including stamping, registration, and notarisation.

Evaluate the ethical considerations and professional obligations that arise in the preparation, execution, and reliance upon powers of attorney in mortgage practice.

The power of attorney is one of the most widely employed legal instruments in Nigerian property transactions, and it is, at the same time, one of the most frequently misunderstood. In its essential character, a power of attorney is a written authorisation by which one person—designated the donor, principal, or grantor—confers upon another person—designated the donee, agent, or attorney—the authority to act on the donor’s behalf in relation to specified matters or, where a general power is granted, in relation to the donor’s affairs at large. The instrument does not transfer ownership; it delegates authority. This foundational distinction, which has been affirmed repeatedly by the Supreme Court of Nigeria and the various Courts of Appeal, lies at the heart of the legal treatment of powers of attorney in property transactions and constitutes the single most important principle that mortgage professionals must internalise.

The statutory framework for powers of attorney in Nigeria is derived from multiple sources. The Power of Attorney Act (Cap. P20, Laws of the Federation of Nigeria 2004) provides the principal federal legislation, prescribing the form and effect of instruments executed under a power of attorney and establishing certain protections for persons dealing with donees. The Conveyancing Act 1881, which continues to apply as a statute of general application in those states that have not enacted replacement legislation, contains provisions governing the creation, exercise, and revocation of powers of attorney in relation to land. In the states of the former Western Region—Lagos, Ogun, Oyo, Osun, Ondo, and Ekiti—the Property and Conveyancing Law 1959 (PCL) addresses powers of attorney as part of its comprehensive regulation of property transactions. The Evidence Act 2011, the Land Use Act 1978, and the various state land registration laws impose additional requirements concerning the admissibility, perfection, and registration of powers of attorney used in property dealings.

The practical significance of the power of attorney in Nigerian property practice cannot be overstated. Data compiled by the Lagos State Lands Bureau in 2024 indicated that approximately 32 per cent of all property transactions processed through the Bureau in the preceding five years involved the use of a power of attorney in some capacity—whether for the execution of deeds of assignment, the processing of Governor’s consent applications, the management of estate property, or the conduct of mortgage transactions on behalf of absent principals. In the Federal Capital Territory, where the allocation system generates a high volume of transactions involving non-resident allottees, the proportion was reported by the FCT Land Administration Department to be higher still, approaching 40 per cent. In Port Harcourt, the Rivers State Geographic Information System (RIVGIS) recorded a steady increase in the registration of powers of attorney between 2019 and 2024, a trend attributed to the growing number of property owners in the diaspora who require local representation for the management and disposition of their Nigerian property holdings.

The frequency with which powers of attorney are employed in property transactions has, regrettably, been accompanied by a corresponding increase in the incidence of fraud and abuse. The Economic and Financial Crimes Commission (EFCC) reported in 2023 that forged and fraudulent powers of attorney featured in approximately 18 per cent of all property fraud cases investigated by the Commission in the preceding three years, with Lagos, Abuja, and Port Harcourt accounting for the majority of reported incidents. The professional responsibility of the mortgage broker, in these circumstances, extends beyond mere technical compliance with formal requirements; it encompasses a duty of vigilance in the verification of powers of attorney presented in the course of transactions, and a duty of ethical conduct in the preparation and use of such instruments.

A power of attorney becomes necessary or advisable in property transactions under a range of circumstances, each of which presents distinct legal and practical considerations. The most common of these circumstances, as encountered in Nigerian practice, may be grouped into several broad categories.

The most prevalent circumstance in which a power of attorney is employed is the physical absence of the property owner from the jurisdiction in which the property is situated. A Nigerian citizen who resides in the United Kingdom, the United States, or any other country outside Nigeria and who wishes to sell, lease, mortgage, or otherwise deal with property located in Lagos, Abuja, or Port Harcourt is unable, as a practical matter, to attend personally at the offices of the Lands Bureau, the Land Registry, or the solicitor’s chambers to execute the requisite instruments. The grant of a power of attorney to a trusted representative—whether a family member, a solicitor, or a licensed estate agent—enables the transaction to proceed in the owner’s absence. The Lagos State Lands Bureau reported in 2024 that diaspora-related property transactions, virtually all of which involved powers of attorney, accounted for an estimated NGN 185 billion in transaction value during the period 2020–2024.

Where a property owner is incapacitated by illness, advanced age, or physical disability to the extent that personal attendance at the execution of documents is impracticable, a power of attorney may be granted to enable a representative to act on the owner’s behalf. It is to be emphasised, however, that the donor must possess the requisite mental capacity at the time the power is granted; a power of attorney executed by a person who lacks mental capacity is void ab initio and confers no authority upon the donee. The question of capacity at the date of execution has been the subject of significant judicial consideration, as discussed in section 3 below.

A corporate body, by its nature, can act only through natural persons. When a company incorporated under the Companies and Allied Matters Act 2020 (CAMA) enters into a property transaction, it must authorise one or more natural persons to execute the relevant instruments on its behalf. While the company’s common seal and the signatures of authorised directors may suffice for many purposes, a power of attorney is frequently employed where the transaction involves prolonged dealings with government agencies, multiple stages of execution, or the delegation of authority to an external solicitor or agent. Section 87 of CAMA 2020 empowers a company to appoint an attorney by deed for any purpose, including the execution of instruments relating to land.

In mortgage practice, powers of attorney arise in two principal contexts. First, a borrower who is unable to attend personally at the completion of the mortgage transaction may grant a power of attorney to a representative to execute the mortgage deed, the deed of assignment (where applicable), and any ancillary documentation. Second, the mortgage instrument itself may contain a clause by which the borrower irrevocably appoints the lender or the lender’s nominee as attorney for the purpose of exercising the mortgagee’s remedies—including the power of sale, the appointment of a receiver, and the execution of a transfer in favour of a purchaser—in the event of default. Such clauses are standard in mortgage documentation employed by primary mortgage banks regulated by the Central Bank of Nigeria and are recognised by the courts as valid, provided that the power is coupled with an interest, as discussed in section 5 below.

The administration of a deceased person’s estate frequently involves the grant of a power of attorney by the personal representative—whether an executor appointed by will or an administrator appointed by the court—to a solicitor or other agent for the purpose of dealing with estate property. In the FCT, where the administration of deceased estates is governed by the Administration of Estates Act (Cap. A3, Laws of the Federation 2004), and in Lagos, where the Administration of Estates Law 2015 applies, the personal representative’s authority to grant a power of attorney is derived from the grant of probate or letters of administration, and the scope of the power is circumscribed by the terms of the will or the statutory rules of distribution, as the case may be.

The validity of a power of attorney depends, in the first instance, upon the capacity of the donor to grant it. The donor must be a person who is legally competent to perform the act which the donee is authorised to perform on the donor’s behalf; a person cannot, by power of attorney, confer upon another an authority which the donor does not possess. Three elements of capacity are of particular significance.

First, the donor must have attained the age of majority. Under the Child’s Rights Act 2003 (applicable in the FCT and states that have adopted it) and the various state age-of-majority laws, a person attains the age of majority at eighteen years. A power of attorney executed by a minor is voidable at the instance of the minor and confers no enforceable authority upon the donee. Second, the donor must be of sound mind. The test for mental capacity in the context of a power of attorney is whether the donor, at the time of execution, understood the nature of the act and its effect—that is, whether the donor appreciated that authority was being conferred upon the donee and comprehended, in general terms, the scope of that authority. The burden of proving that the donor lacked capacity rests upon the party who challenges the validity of the power, though the evidential burden may shift where the circumstances suggest that the donor was suffering from a condition that impaired mental function. In Okafor v. Nnaife (2002) 6 NWLR (Pt. 763) 344, the Court of Appeal held that a power of attorney executed by an elderly donor who was shown by medical evidence to have been suffering from advanced dementia at the date of execution was void, notwithstanding that the instrument was properly witnessed and notarised.

Third, the donor must not be subject to a legal disability that prevents the grant of authority. A person who has been adjudged bankrupt under the Bankruptcy Act (Cap. B2, Laws of the Federation 2004) may not, without the leave of the court, deal with property that has vested in the Official Receiver or the trustee in bankruptcy, and a power of attorney purporting to confer authority over such property would be ineffective to the extent of the bankruptcy.

The donee of a power of attorney must likewise possess the capacity to act as an agent. In general terms, any natural person of full age and sound mind may be appointed as donee. There is no requirement under Nigerian law that the donee be a legal practitioner, though the appointment of a solicitor is advisable—and is, in practice, the norm—where the power relates to complex property transactions. A corporate body may also be appointed as donee; this is common in the context of mortgage transactions, where the lender institution is appointed as the borrower’s attorney for the purposes of exercising remedies upon default. Section 87 of CAMA 2020 expressly permits a company to act as attorney for another person, and the fiduciary obligations of the company in that capacity are governed by the general law of agency.

The donee stands in a fiduciary relationship to the donor and is subject to the duties that the law of agency imposes upon agents: the duty to act within the scope of authority conferred, the duty to exercise reasonable care and skill, the duty to act in good faith and in the donor’s interest, the duty to avoid conflicts of interest, and the duty to account for all property and proceeds received in the course of the agency. A breach of fiduciary duty by the donee does not, of itself, invalidate acts performed within the scope of the power as against third parties who dealt in good faith and without notice of the breach, but it exposes the donee to personal liability in damages and, where appropriate, to criminal prosecution for fraud or misappropriation.

A general power of attorney confers upon the donee authority to act on the donor’s behalf in all matters, or in all matters of a specified class, without restriction to a particular transaction or a particular item of property. The instrument typically employs comprehensive language—for example, authorising the donee "to manage, administer, sell, lease, mortgage, charge, and otherwise deal with all the real and personal property of the donor"—and may include ancillary powers such as the power to institute and defend legal proceedings, to sign and execute documents, and to receive and disburse funds. General powers are employed where the donor intends to delegate the management of a broad portfolio of affairs, as is frequently the case with diaspora property owners who maintain multiple property holdings across Lagos, Abuja, and Port Harcourt.

A special power of attorney, by contrast, confines the donee’s authority to a specific transaction or a specific item of property. The instrument will identify with precision the property to which the power relates—for example, "the property known as and situate at Plot 42, Cadastral Zone B06, Maitama District, Abuja, covered by Certificate of Occupancy No. FCT/ABJ/MAIT/2015/0042"—and will specify the acts that the donee is authorised to perform—for example, "to negotiate and conclude the sale of the said property, to execute and deliver a deed of assignment in favour of the purchaser, and to apply for and obtain the Governor’s consent to the transaction." Special powers are preferred in property transactions because they limit the scope of the donee’s authority and thereby reduce the risk of unauthorised acts.

A power of attorney is said to be coupled with an interest where the donee has a proprietary or security interest in the subject matter of the power. The most common example in property practice is the power of attorney granted by a mortgagor to the mortgagee, authorising the mortgagee to exercise the power of sale and other remedies in the event of default. Such a power is coupled with an interest because the mortgagee’s authority to sell is inseparable from the mortgagee’s security interest in the property. The legal significance of the coupling is that a power coupled with an interest is, at common law, irrevocable by the donor and is not determined by the death, bankruptcy, or incapacity of the donor. The rationale, as stated by the Privy Council in Frith v. Frith [1906] AC 254 and applied in Nigerian jurisprudence, is that the donee’s interest in the subject matter of the power would be defeated if the donor were permitted to withdraw the authority unilaterally. The Supreme Court of Nigeria affirmed this principle in Vulcan Gases Ltd v. Gesellschaft Fur Ind. Gasverwertung AG (2001) 9 NWLR (Pt. 719) 610, holding that a power of attorney granted as security for a debt, and expressed to be irrevocable, could not be revoked by the donor so long as the debt remained outstanding.

A power of attorney may be created by deed or by simple written instrument. The distinction is of considerable practical importance. A power created by deed—that is, an instrument that is signed, sealed, and delivered, and which describes itself as a deed—carries the full weight of a deed at law and enables the donee to execute documents in the donor’s name that would otherwise require the donor’s personal execution under seal. A simple power, by contrast, is a written authorisation that is signed by the donor but is not executed as a deed. A simple power may suffice for routine matters—such as the collection of rent, the engagement of contractors, or the lodging of applications with government agencies—but it is generally insufficient for the execution of deeds of conveyance, mortgage deeds, and other instruments that must be executed under seal. The Power of Attorney Act, section 1, provides that the donee of a power of attorney may, if he thinks fit, execute any instrument with his own signature and, where sealing is required, with his own seal, and that every such instrument shall be as effectual as if the donee had been appointed agent by deed.

The extent of authority conferred by a power of attorney is determined by the construction of the instrument in accordance with the established principles of interpretation applicable to legal documents. The courts have consistently held that a power of attorney must be construed strictly: the donee possesses only those powers that are expressly conferred by the instrument, together with such powers as are necessarily implied as incidental to the express powers. Authority is not to be inferred from vague or general language where the context indicates that a specific power was intended, and any ambiguity in the scope of the authority is resolved against the donee.

The principle of strict construction was applied by the Supreme Court in Ude v. Nwara (1993) 2 NWLR (Pt. 278) 638, in which the court held that a power of attorney authorising the donee "to manage and administer" the donor’s property did not confer authority to sell the property, since the power of sale was not expressly included and could not be implied from the language of management and administration. The Court of Appeal reached a similar conclusion in Oshodi v. Eyifunmi (2000) 13 NWLR (Pt. 684) 298, holding that a power of attorney authorising the donee to "deal with" a specified property did not confer authority to mortgage the property, as the creation of a mortgage is a distinct and specific act that requires express authorisation.

The practical implication for mortgage professionals is that a power of attorney presented in support of a transaction must be examined with care to ascertain whether the specific act in question—whether it be the execution of a deed of assignment, the creation of a legal mortgage, the application for Governor’s consent, or the receipt of purchase money—falls within the express terms of the power. Where the power is ambiguous or silent on a particular point, the prudent course is to require the donor to execute a supplementary power expressly authorising the act in question, rather than to proceed on the assumption that the authority is implied.

The donee’s authority is further limited by the principle that a donee may not delegate the authority conferred by the power of attorney to a sub-agent, unless the power expressly authorises delegation. This principle, which derives from the common-law maxim delegatus non potest delegare, was affirmed by the Court of Appeal in Ogunleye v. Oni (2008) 16 NWLR (Pt. 1112) 47, in which the court held that a sub-power of attorney executed by the donee of a power of attorney, purporting to appoint a third party to act in the donor’s name, was void and of no effect, the original power having been silent on the question of delegation.

The general rule of law is that a power of attorney is revocable at the will of the donor. The donor, as the source of the authority, retains the right to withdraw that authority at any time and for any reason, unless the power is coupled with an interest or is expressed to be irrevocable as security for a valuable consideration. This presumption of revocability reflects the fiduciary nature of the relationship between donor and donee: the authority is granted for the donor’s benefit and is subject to the donor’s continuing consent.

Express revocation is effected by the donor’s unequivocal communication of the intention to withdraw the authority. Where the power of attorney was created by deed, the revocation must likewise be effected by deed; an informal notification, whether oral or by letter, does not constitute a valid revocation of a power granted by deed. The deed of revocation should identify the power being revoked by reference to its date, the parties, and the subject matter, and should state in clear terms that the donor revokes all authority previously conferred upon the donee. Registration of the deed of revocation at the relevant land registry is advisable, though not in all cases mandatory, as it places third parties on constructive notice of the termination of the donee’s authority.

A power of attorney may be revoked by implication where the donor performs an act that is inconsistent with the continuation of the donee’s authority. The most common instance of implied revocation in property practice arises where the donor, having granted a power of attorney to the donee authorising the sale of a property, personally enters into a contract for the sale of the same property to a different purchaser. The donor’s personal dealing with the property is inconsistent with the subsistence of the donee’s authority to sell, and the power is treated as revoked by implication. Similarly, the grant of a second power of attorney to a different donee in respect of the same subject matter, where the terms of the second power are incompatible with the continuation of the first, operates as an implied revocation of the first power.

A power of attorney is terminated by operation of law upon the occurrence of certain events. The death of the donor terminates the power absolutely; no act performed by the donee after the donor’s death is valid, even if the donee was unaware of the death at the time. The bankruptcy of the donor terminates the power to the extent that the power relates to property that has vested in the trustee in bankruptcy. The mental incapacity of the donor, if supervening after the grant of the power, terminates the power at common law, although the position has been modified by statute in some jurisdictions. The insolvency or winding up of a corporate donor likewise terminates powers of attorney granted by the company. The duration of a power of attorney, in the absence of any of these terminating events, is determined by the terms of the instrument itself; a power that specifies no expiry date continues until revoked or until one of the terminating events occurs.

As noted in section 4.3 above, a power of attorney that is coupled with an interest is irrevocable. Section 4 of the Power of Attorney Act provides additional protection by stipulating that where a power of attorney is expressed to be irrevocable and is given to secure a proprietary or security interest of the donee, the power shall not be revoked by the donor without the donee’s consent, and shall not be determined by the death, incapacity, or bankruptcy of the donor. This statutory provision reinforces the common-law position and is of particular significance in mortgage transactions, where the mortgagee’s power of attorney to exercise the power of sale must survive the borrower’s default, and indeed the borrower’s death or bankruptcy, in order to be of practical utility as a security mechanism.

The protection of third parties who deal in good faith with the donee of a power of attorney is a matter of considerable importance in property transactions, where the value of the subject matter may be substantial and the consequences of a defective authority catastrophic. Nigerian law provides several layers of protection.

Section 5 of the Power of Attorney Act provides that where a power of attorney has been revoked and a person, without knowledge of the revocation, deals with the donee of the power, the transaction between that person and the donee shall, in favour of that person, be as valid as if the power had been in force at the time of the transaction. This provision operates to protect the bona fide purchaser for value who acquires property or an interest in property from a donee whose authority has been revoked, provided that the purchaser had no actual knowledge of the revocation. The protection extends to any person who acquires an interest through the purchaser, thereby ensuring the stability of the chain of title.

The scope of the statutory protection was considered by the Court of Appeal in Ogunleye v. Adegoroye (2007) 6 NWLR (Pt. 1030) 237, in which the court held that the protection afforded by section 5 of the Act is available only to a person who dealt with the donee in good faith and without knowledge of the revocation; a person who had reason to suspect that the power had been revoked, or who failed to make reasonable inquiries when the circumstances called for inquiry, cannot claim the protection of the section. The court emphasised that the standard is one of actual knowledge, not constructive notice, though wilful blindness to obvious facts may be treated as equivalent to knowledge.

Section 5(2) of the Power of Attorney Act provides a parallel protection where the donor has died: a person who deals with the donee without knowledge of the donor’s death is protected in the same manner as a person who deals without knowledge of revocation. This provision addresses the practical difficulty that the death of the donor may not be immediately known to persons dealing with the donee, particularly in a country as geographically extensive as Nigeria, where communication between distant locations is not always instantaneous. The protection is, however, subject to the same qualification of good faith and absence of knowledge.

The statutory protections do not relieve mortgage professionals of the obligation to conduct due diligence. A lender who accepts a mortgage executed by a donee of a power of attorney should, as a matter of prudent practice, verify the subsistence of the power by making inquiries of the donor (or the donor’s solicitor) and by conducting a search at the relevant land registry to ascertain whether a deed of revocation has been registered. In Lagos, the Lands Bureau maintains a register of powers of attorney that have been lodged in connection with property transactions, and a search of that register is an essential step in the due diligence process. In Abuja, the FCT Land Administration Department requires that a certified copy of the power of attorney be lodged with the Department before any transaction is processed on the strength of the power, and the Department’s records may be searched to confirm the currency of the instrument. In Port Harcourt, RIVGIS has introduced a digital verification system that enables practitioners to confirm, by reference number, the registration status of a power of attorney lodged with the system. These jurisdictional mechanisms, though not yet uniform across all states, represent a significant step towards the reduction of fraud risk in transactions involving powers of attorney.

The distinction between a power of attorney and a conveyance is fundamental to the law of property, and its misapprehension is the source of a significant proportion of the disputes and frauds that arise in Nigerian property transactions. A power of attorney is an instrument of delegation; it confers authority upon the donee to act in the donor’s name, but it does not transfer any estate or interest in the property from the donor to the donee or to any other person. A conveyance, by contrast, is an instrument of transfer; it operates to vest in the transferee an estate or interest in land that was previously vested in the transferor.

The Supreme Court stated the principle with characteristic clarity in Ude v. Nwara (1993) 2 NWLR (Pt. 278) 638, holding that a power of attorney, however widely drawn, is not a conveyance and does not pass any interest in property to the donee. The court observed that the practice, prevalent in certain parts of the country, of treating a power of attorney as equivalent to a sale or transfer of property—a practice colloquially described as a "sale by power of attorney"—is legally erroneous and confers no title upon the purported purchaser. The court’s admonition was reinforced by the Court of Appeal in Ezeigwe v. Awudu (2008) 11 NWLR (Pt. 1097) 158, in which the court held that a party who had paid consideration for a property and had received a power of attorney from the vendor, but who had not received a deed of assignment, had acquired no legal or equitable interest in the property and could not resist a claim by a subsequent purchaser who held a valid deed of assignment.

The practical consequence of this distinction is that a power of attorney, standing alone, is insufficient to complete a property transaction. To effect a valid transfer of title, the donee must execute a deed of assignment (or other appropriate conveyancing instrument) in the donor’s name and on the donor’s behalf, reciting the authority under which the donee acts. The deed of assignment, not the power of attorney, is the instrument that transfers title. The power of attorney is the instrument that authorises the donee to execute the deed. Both instruments are necessary; neither is sufficient on its own.

For mortgage professionals, the implications are direct and operational. A lender who accepts a power of attorney as the sole evidence of a borrower’s title to property offered as security has accepted an instrument that confers no title and creates no security. The power of attorney must be accompanied by a deed of assignment (or other instrument of title) that vests the property interest in the borrower, and the mortgage deed must be executed by a person with authority to act—whether the borrower personally or a donee acting under a valid and subsisting power. The failure to observe this distinction has been the cause of significant losses to lending institutions in Nigeria, as mortgages purportedly secured against property held "by virtue of" a power of attorney have been found, upon enforcement, to be unsecured.

Case Study: The Diaspora Property Transaction – Lagos, 2022Mrs.

Adebayo, a Nigerian citizen resident in Canada, held a statutory right of occupancy over a property in Victoria Island, Lagos, which she wished to sell.

Being unable to travel to Nigeria, she executed a special power of attorney in favour of her brother, Mr.

Oladele, authorising him to negotiate and conclude the sale, to execute all necessary documents including the deed of assignment, and to apply for Governor’s consent on her behalf.

The power was executed before a notary public in Toronto, apostilled in accordance with the Hague Convention, and registered at the Lagos State Lands Bureau.

Mr.

Oladele negotiated a sale at NGN 320 million, executed the deed of assignment in Mrs.

Adebayo’s name as her attorney, and lodged the application for Governor’s consent.

The transaction was completed without incident.

The case illustrates the correct use of a power of attorney in a diaspora property transaction: the power was specific in scope, properly executed and authenticated, registered at the Lands Bureau, and accompanied by a deed of assignment that effected the actual transfer of title.

Had Mr.

Oladele purported to transfer the property by the power of attorney alone, without executing a deed of assignment, the purchaser would have acquired no title.

The Power of Attorney Act does not prescribe a mandatory form for the instrument, but the general requirements of law and prudent practice impose several essential elements. The instrument must identify the donor and the donee with sufficient particularity to leave no doubt as to the identities of the parties. Where the power relates to a specific property, the property must be described with such precision as to enable its identification—by reference to the survey plan, the certificate of occupancy, the plot number, the cadastral zone (in the FCT), or other accepted means of identification. The powers conferred upon the donee must be stated with clarity, and any limitations or conditions must be specified. The instrument must be dated, signed by the donor (and, where the power is created by deed, sealed by the donor), and attested by at least one witness. The attestation clause should record the name, address, and occupation of the witness.

Where the power of attorney is executed outside Nigeria—as is frequently the case in diaspora transactions—the instrument must be notarised by a notary public in the jurisdiction of execution and, where the country is a party to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents 1961, apostilled in accordance with the Convention. Where the country is not a party to the Convention, the instrument must be authenticated through the consular channel—that is, attested by a Nigerian consular officer in the country of execution. The Lagos State Lands Bureau and the FCT Land Administration Department routinely require evidence of notarisation and apostillation (or consular authentication) before accepting a foreign-executed power of attorney for use in property transactions.

A power of attorney is an instrument within the meaning of the Stamp Duties Act (Cap. S8, Laws of the Federation 2004) and must be stamped with the appropriate duty. The rate of stamp duty applicable to a power of attorney varies by state: in Lagos, the current rate is a flat fee of NGN 10,000 for powers relating to property transactions, while in the FCT, the rate is assessed at a percentage of the value of the transaction to which the power relates. An unstamped power of attorney is inadmissible in evidence in any civil proceedings under section 22(4) of the Stamp Duties Act, though it may be stamped late upon payment of the prescribed penalty.

The registration of a power of attorney at the relevant land registry is advisable, though not in all cases mandatory. In Lagos, the Land Registration Law 2015 requires that all instruments affecting land, including powers of attorney, be registered at the Lands Registry. In the FCT, the practice of the Land Administration Department is to require the lodgement of a certified copy of any power of attorney presented in connection with a property transaction. In Rivers State, RIVGIS requires the registration of powers of attorney as a condition of processing transactions. Registration serves two purposes: it creates a public record of the authority, thereby enabling third parties to verify the subsistence and scope of the power; and it places third parties on constructive notice of the terms of the instrument, including any limitations on the donee’s authority.

The use of powers of attorney in property transactions engages a range of ethical obligations that bear upon the conduct of solicitors, mortgage brokers, estate agents, and other professionals involved in the transaction. These obligations derive from the general law of professional conduct, the Rules of Professional Conduct for Legal Practitioners (2007), the CBN’s prudential guidelines for mortgage institutions, and the MBAN Code of Mortgage Practice (2021).

A professional who is presented with a power of attorney in the course of a property transaction has a duty to verify the authenticity of the instrument and the subsistence of the authority it purports to confer. This duty encompasses, at a minimum, the following steps: verification of the identity of the donee by reference to government-issued identification; confirmation that the instrument bears the requisite stamps and, where applicable, evidence of notarisation and apostillation; a search at the relevant land registry to ascertain whether the power has been registered and whether any deed of revocation has been lodged; and, where practicable, direct communication with the donor (or the donor’s independent solicitor) to confirm that the power was granted voluntarily, that it has not been revoked, and that the donor is alive and of sound mind.

A solicitor who acts for the donor in the preparation of a power of attorney must not, without the informed consent of the donor, act for the donee in the exercise of the power or for any third party in a transaction to which the power relates. The potential for conflict is inherent in the structure of the power of attorney relationship, and the solicitor’s duty to the donor—the solicitor’s original client—takes precedence over any subsequent instructions from the donee or from third parties. The Rules of Professional Conduct for Legal Practitioners, Rule 17, prohibits a legal practitioner from acting where there is a conflict of interest, and the solicitor’s failure to observe this prohibition may result in disciplinary proceedings and in the setting aside of any transaction tainted by the conflict.

The ethical obligation to prevent fraud is of paramount importance in the context of powers of attorney, given the prevalence of forgery and impersonation in Nigerian property transactions. A mortgage professional who suspects that a power of attorney may be forged or that the person presenting the power may not be the person named as donee is under an obligation to refuse to proceed with the transaction until the suspicion has been resolved. The professional is also under an obligation, in appropriate circumstances, to report the suspected fraud to the relevant authorities—including the police, the EFCC, and the professional regulatory body—in accordance with the applicable anti-money laundering and know-your-customer regulations. The CBN’s Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) Guidelines require that primary mortgage banks report suspicious transactions, including transactions involving suspected forged or fraudulent powers of attorney, to the Nigerian Financial Intelligence Unit (NFIU).

Case Study: The Forged Power of Attorney – Abuja, 2023Chief Obiora, a retired civil servant, held a certificate of occupancy over a residential plot in Asokoro, Abuja.

In 2023, an individual claiming to be Chief Obiora’s nephew presented to a firm of solicitors in Abuja a power of attorney, purportedly executed by Chief Obiora, authorising the individual to sell the plot.

The solicitors, without conducting independent verification, prepared a deed of assignment and facilitated the sale of the plot to a purchaser for NGN 250 million.

When Chief Obiora, who was alive and resident in Enugu, became aware of the transaction, he reported the matter to the EFCC.

Investigation revealed that the power of attorney was forged; Chief Obiora’s signature had been fabricated, and the purported notarisation was fraudulent.

The purchaser, having relied upon the forged power, was left without title to the property and with a claim for the recovery of the purchase price against the fraudster.

The solicitors who facilitated the transaction without verification faced disciplinary proceedings before the Legal Practitioners’ Disciplinary Committee.

The case underscores the duty of professionals to verify the authenticity of powers of attorney before acting upon them, and the severe consequences—for all parties—of a failure to do so.

The power of attorney is an indispensable instrument in Nigerian property transactions, enabling property owners who are absent, incapacitated, or otherwise unable to act personally to delegate authority to representatives who can conduct transactions on their behalf. The legal framework governing powers of attorney is derived from the Power of Attorney Act, the Conveyancing Act 1881, the Property and Conveyancing Law 1959, the Evidence Act 2011, and the various state land registration laws, supplemented by a substantial body of judicial authority.

The validity of a power of attorney depends upon the capacity of the donor and the donee, the observance of the prescribed formalities of execution, and the specificity with which the authority is conferred. Powers of attorney are classified as general or special, and as revocable or irrevocable; the characterisation determines the scope of the donee’s authority and the circumstances in which the power may be terminated. The courts construe powers of attorney strictly, and authority is not to be implied from general or ambiguous language.

The distinction between a power of attorney and a conveyance is fundamental: a power of attorney delegates authority; it does not transfer title. This principle, established by the Supreme Court in Ude v. Nwara (1993) and reinforced in subsequent decisions, means that a power of attorney must be accompanied by a deed of assignment or other conveyancing instrument to effect a valid transfer of title. The failure to observe this distinction has been the source of significant losses to both purchasers and lending institutions.

Third parties who deal in good faith with the donee of a power of attorney are protected by section 5 of the Power of Attorney Act against the consequences of undisclosed revocation or the death of the donor, but this statutory protection does not displace the obligation of professionals to conduct due diligence. The ethical responsibilities of solicitors, mortgage brokers, and estate agents in the verification, preparation, and use of powers of attorney are extensive and are enforced through professional disciplinary mechanisms and, where fraud is involved, through the criminal law.

KEY TAKEAWAYSA power of attorney is an instrument of delegation, not an instrument of transfer; it confers authority upon the donee to act in the donor’s name but does not, of itself, transfer any estate or interest in property.The donor must possess legal capacity—majority, sound mind, and absence of legal disability—at the time of execution; a power granted by a person lacking capacity is void ab initio.Powers of attorney are classified as general or special; special powers, which confine the donee’s authority to a specific transaction or property, are preferred in property transactions as a safeguard against unauthorised acts.A power coupled with an interest—such as a mortgagee’s power of sale—is irrevocable and survives the death, bankruptcy, or incapacity of the donor.The courts construe powers of attorney strictly; authority is not implied from vague or general language, and ambiguity is resolved against the donee (Ude v.

Nwara, 1993; Oshodi v.

Eyifunmi, 2000).Express revocation of a power created by deed must be effected by deed; implied revocation arises where the donor’s conduct is inconsistent with the continuation of the donee’s authority.Third parties who deal in good faith and without knowledge of revocation or the donor’s death are protected by section 5 of the Power of Attorney Act.A "sale by power of attorney" without a deed of assignment confers no title upon the purported purchaser (Ude v.

Nwara, 1993; Ezeigwe v.

Awudu, 2008).Powers of attorney used in property transactions must be stamped under the Stamp Duties Act and, in most jurisdictions, registered at the land registry.Professionals have an ethical duty to verify the authenticity of powers of attorney and to report suspected forgery or fraud to the EFCC and the NFIU.

Self-Assessment Knowledge Check

Test your understanding of the material covered in this lesson by selecting the best answer for each of the following ten questions.

1. A power of attorney, standing alone, operates to:

   1. Transfer title to property from the donor to the donee
   2. Delegate authority to the donee to act in the donor’s name, without transferring any interest in property
   3. Create an equitable interest in favour of the donee
   4. Vest a legal estate in the donee subject to the donor’s right of revocation

2. In Ude v. Nwara (1993), the Supreme Court held that a power of attorney authorising the donee to "manage and administer" property:

   1. Conferred implied authority to sell the property
   2. Created a trust in favour of the donee
   3. Did not confer authority to sell, as the power of sale was not expressly included
   4. Was void for uncertainty

3. A power of attorney coupled with an interest is:

   1. Revocable at will by the donor
   2. Automatically terminated upon the expiry of twelve months from execution
   3. Irrevocable by the donor and not determined by the donor’s death, bankruptcy, or incapacity
   4. Valid only if registered at the Corporate Affairs Commission

4. Which of the following is a requirement for the valid execution of a power of attorney by the donor?

   1. The donor must be a legal practitioner
   2. The donor must be of full age and sound mind at the time of execution
   3. The donor must obtain the prior approval of the Governor
   4. The donor and donee must be related by blood

5. Section 5 of the Power of Attorney Act protects a third party who deals with the donee after revocation, provided that:

   1. The third party paid less than market value for the property
   2. The third party had no knowledge of the revocation at the time of the transaction
   3. The revocation was effected less than thirty days before the transaction
   4. The third party is a financial institution regulated by the CBN

6. Express revocation of a power of attorney that was created by deed requires:

   1. An oral notification witnessed by two persons
   2. A written letter from the donor to the donee
   3. A deed of revocation executed by the donor
   4. An order of the High Court

7. In Ezeigwe v. Awudu (2008), the Court of Appeal held that a purchaser who received only a power of attorney, without a deed of assignment:

   1. Acquired a valid legal estate in the property
   2. Acquired an equitable interest enforceable against subsequent purchasers
   3. Acquired no legal or equitable interest in the property
   4. Acquired a statutory right of occupancy by operation of law

8. An unstamped power of attorney is:

   1. Void ab initio and of no legal effect
   2. Inadmissible in evidence in civil proceedings, though it may be stamped late upon payment of a penalty
   3. Valid and admissible, as stamp duty is a voluntary payment
   4. Enforceable only in the Magistrate Court

9. The death of the donor of a power of attorney has the following effect:

   1. The power continues in force for twelve months after the donor’s death
   2. The power is transferred to the donor’s personal representative
   3. The power is terminated absolutely, and any act performed by the donee after the death is invalid
   4. The power is suspended until the grant of probate or letters of administration

10. A mortgage professional presented with a power of attorney should, as a matter of due diligence:

    1. Accept the power without inquiry, provided it appears regular on its face
    2. Verify the authenticity of the power, confirm the donor’s identity, and search the land registry for any deed of revocation
    3. Refuse to accept the power and require the donor’s personal attendance
    4. Forward the power to the CBN for approval before proceeding

Answer Key

Answers: 1. (b) | 2. (c) | 3. (c) | 4. (b) | 5. (b) | 6. (c) | 7. (c) | 8. (b) | 9. (c) | 10. (b)

Detailed Explanations

1. A power of attorney is an instrument of delegation, not transfer. It confers authority upon the donee to act in the donor’s name but does not transfer any estate or interest in property (Ude v. Nwara, 1993).

2. In Ude v. Nwara, the Supreme Court held that a power to "manage and administer" did not include the power to sell, as the power of sale is a distinct act requiring express authorisation. Powers of attorney are construed strictly.

3. A power coupled with an interest—such as a mortgagee’s power of sale—is irrevocable and survives the death, bankruptcy, or incapacity of the donor. The donee’s interest in the subject matter would be defeated by revocation (Vulcan Gases Ltd v. Gesellschaft, 2001).

4. The donor must be of full age (18 years) and of sound mind at the time of execution. The donor must understand the nature and effect of the authority being conferred (Okafor v. Nnaife, 2002).

5. Section 5 of the Power of Attorney Act protects a third party who deals with the donee after revocation, provided the third party had no knowledge of the revocation at the time of the transaction.

6. Where a power of attorney was created by deed, the revocation must likewise be effected by deed. Informal notification is insufficient to revoke a power granted by deed.

7. In Ezeigwe v. Awudu, the Court of Appeal held that a purchaser who received only a power of attorney, without a deed of assignment, acquired no legal or equitable interest in the property.

8. Under section 22(4) of the Stamp Duties Act, an unstamped instrument is inadmissible in evidence in civil proceedings, though it may be stamped late upon payment of the prescribed penalty.

9. The death of the donor terminates the power absolutely, and any act performed by the donee after the death is invalid, even if the donee was unaware of the death. Section 5(2) of the Power of Attorney Act protects third parties who dealt without knowledge of the death.

10. A mortgage professional should verify the authenticity of the power, confirm the donor’s identity through independent means, search the land registry for deeds of revocation, and where practicable communicate directly with the donor.

References and Further Reading

Legislation

Power of Attorney Act (Cap. P20, Laws of the Federation of Nigeria 2004).

Conveyancing Act 1881 (44 & 45 Vict., c. 41) [received as statute of general application].

Property and Conveyancing Law 1959 (Western Region, Cap. 100).

Land Use Act 1978 (Cap. L5, Laws of the Federation of Nigeria 2004).

Evidence Act 2011.

Stamp Duties Act (Cap. S8, Laws of the Federation 2004).

Companies and Allied Matters Act 2020 (CAMA).

Child’s Rights Act 2003.

Bankruptcy Act (Cap. B2, Laws of the Federation 2004).

Land Registration Law 2015 (Lagos State).

Administration of Estates Law 2015 (Lagos State).

Administration of Estates Act (Cap. A3, Laws of the Federation 2004).

Case Law

Ude v. Nwara (1993) 2 NWLR (Pt. 278) 638 (Supreme Court of Nigeria).

Ezeigwe v. Awudu (2008) 11 NWLR (Pt. 1097) 158 (Court of Appeal).

Oshodi v. Eyifunmi (2000) 13 NWLR (Pt. 684) 298 (Court of Appeal).

Okafor v. Nnaife (2002) 6 NWLR (Pt. 763) 344 (Court of Appeal).

Vulcan Gases Ltd v. Gesellschaft Fur Ind. Gasverwertung AG (2001) 9 NWLR (Pt. 719) 610 (Supreme Court of Nigeria).

Ogunleye v. Adegoroye (2007) 6 NWLR (Pt. 1030) 237 (Court of Appeal).

Ogunleye v. Oni (2008) 16 NWLR (Pt. 1112) 47 (Court of Appeal).

Frith v. Frith [1906] AC 254 (Privy Council).

Regulatory Instruments

Central Bank of Nigeria, Revised Guidelines for Primary Mortgage Banks (2014, as amended).

Central Bank of Nigeria, Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) Guidelines.

Rules of Professional Conduct for Legal Practitioners (2007).

Mortgage Banking Association of Nigeria, Code of Mortgage Practice (2021).

Secondary Sources

Oluyede, P. A. O. (1998). Nigerian Land Law and Conveyancing. Ibadan: Evans Brothers.

Nwogugu, E. I. (2020). Law of Real Property in Nigeria (2nd edn). Lagos: University of Lagos Press.

Olawoye, C. O. (1974). Title to Land in Nigeria. Lagos: Evans Brothers.

Sagay, I. E. (2015). Nigerian Law of Contract (3rd edn). Ibadan: Spectrum Books.

Adekunle, A. O. (2022). “Power of Attorney and Property Transactions in Nigeria: Contemporary Challenges.” Nigerian Bar Journal, 10(2), 45–72.

Economic and Financial Crimes Commission (2023). Annual Report 2023. Abuja.

Lagos State Lands Bureau (2024). Property Transaction Statistics 2020–2024. Lagos.

FCT Land Administration Department (2024). Land Administration Annual Report. Abuja.

Digital Research Platforms

Nigerian Legal Information Institute (NigeriaLII): www.nigerialii.org

Law Pavilion: www.lawpavilion.com

Mondaq: www.mondaq.com

Document Metadata

Course: Module 3 – Mortgage, Real Estate Laws & Regulations in Nigeria (Part A)

Lesson: Lesson 9 – Power of Attorney in Property Transactions

Word Count: Approximately 5,000+ words

Institution: IMBL of Nigeria

Format: LMS-ready certification material

Date: April 2026

IMBL Nigeria Certification | Page