ShareAndGoShareAndGo

Guide

A commercial property transaction: one file for every party at the table.

Buying or selling an office building, a retail center, an industrial property or a small multifamily asset brings a crowd into the documents: the buyer, its attorney, its lender, an appraiser, a title company, a surveyor and an environmental consultant. Each one needs a different slice of the property's paperwork, usually on a tight due diligence period set in the purchase and sale agreement.

This guide is written mainly for sellers and their brokers preparing a property for sale, with notes for buyers organizing their own review. It is general information, not legal, tax or real estate advice. Your attorney, broker and CPA should guide the transaction.

The documents a buyer will want

Income and leases

  • A current rent roll showing each tenant, the space, rent, term and options.
  • Every lease, amendment and side letter, and tenant estoppel certificates as closing approaches.
  • Operating statements for recent years and the current year, with the operating expense reconciliation history.
  • Service contracts the buyer may assume, such as maintenance, security and landscaping.

Title and physical condition

  • The existing title policy and any surveys, and the new title commitment once it is issued.
  • Environmental reports, including any earlier Phase I environmental site assessment.
  • Property condition reports, roof and building system warranties, and capital expenditure history.
  • Certificates of occupancy, zoning information and permits.

Taxes and insurance

  • Recent property tax bills and any appeals.
  • Insurance certificates and loss runs.

If either side is completing a like-kind exchange under the tax rules, the deadlines involved are strict and a qualified intermediary is typically involved. Talk to your CPA early if that applies.

A due diligence room that keeps pace

  1. 1

    Build the folders to match the PSA

    Use the purchase agreement's diligence deliveries list as the folder outline, so the buyer can confirm each delivery quickly.

  2. 2

    Track deliveries

    A document request list shows what the buyer asked for, who on your side is gathering it and when it was provided.

  3. 3

    Give each party its group

    The buyer's team, its lender, the appraiser and the title company each see only the folders they need.

  4. 4

    Extend if the period moves

    If the due diligence period is extended, extend every invitation in one click.

Handling tenant information and multiple bidders

Leases and rent rolls include tenants' business details and sometimes personal guarantor information. Make those folders view-only, so readers see watermarked pages with their own name, email address and the date, and the original file is never sent to their browser.

During marketing, a seller may share an offering memorandum and summary financials with many prospective buyers, then open the full leases only to the buyer under contract. Groups make that easy: open a folder to one group without changing what anyone else sees.

Questions from the buyer, its lender and the appraiser can be handled in the room's question and answer area, assigned to the property manager or the seller's attorney as appropriate. The audit log records every view, download and invitation, chained so alterations are detectable.

Buyers organizing their own review can use a room the same way: a folder for each consultant's report, the lender and its counsel in their own group, and a document request list tracking every item the seller still owes before the due diligence period ends.

Questions

Can the title company upload the commitment?
Yes. Send a request-a-file link and documents land directly in the room.
Can we track which buyer is most engaged?
Insights show who opened the room and what they read, and on Professional and Business plans how long each person spent on each document.
What happens to the room after closing?
Export it as a ZIP with its folder structure and an index of every document, and hand the buyer the property file.

Related guides

A commercial lease negotiation

The tenant's side of the same property.

A business loan application

Financing the purchase.

Setting up a joint venture

When partners buy property together.

All guides

Every business process we cover.