What belongs on a commercial real estate closing checklist?

The closing (or transaction) checklist covers the final mile after diligence: title commitment and survey sign-off, estoppels and SNDAs collected, loan documents, closing statement prorations (rent, CAM, taxes), deposit transfers, insurance binders, and entity resolutions. It is the execution counterpart to the diligence checklist above.

What is a due diligence fee, and how long is a typical period?

Some markets (notably North Carolina) use a non-refundable due diligence fee paid to the seller for the exclusive right to inspect; elsewhere the economics live in the deposit's go-hard schedule. Commercial diligence periods typically run 30-90 days, negotiated alongside financing contingencies.

How does land due diligence differ?

Land adds entitlement work: zoning verification, utility availability, environmental assessment (often Phase II), soil and survey work, and title exceptions like easements and mineral rights that matter more when you intend to build.

Guides

By Jeff Axelrod · March 4, 2026 · Updated October 27, 2026

CRE Due Diligence Checklist: 161 Items (Free PDF)

A 161-item CRE due diligence checklist: financial, lease, legal, physical, tenant and market, plus office, retail and industrial add-ons. Free PDF.

Six diligence workstreams test different risks. Use the categories together to build a complete acquisition review. — Editorial guide: Use the categories together to build a complete acquisition review.

The checklist I wish I had been handed on day one

I spent 10 years on the buy side, including five as Director of Research. Every acquisition starts with a checklist, and most checklists have gaps that someone learned about the hard way. This is a consolidated version, built around the document-heavy work Moraine’s platform now drafts for review.

161 items in six categories (financial, lease, legal, physical, tenant, market), plus office, retail and industrial add-ons. Use it as the master reference for any acquisition, whether you are checking a single asset before closing or running a 40-asset portfolio audit. The categorization matches how an institutional acquisitions team actually divides the work: the financial analyst owns financial DD, the asset manager owns lease and tenant, outside counsel owns legal, the engineer owns physical, and someone senior owns the market thesis. The checklist is structured so that each section can be handed to the right person without losing the cross-references that tie the file together.

What missing a single item costs: an overlooked environmental REC, an unnoticed co-tenancy provision, a missed renewal-option deadline buried in an amendment, a tenant default that was disclosed in a side letter but not the lease itself. Each of these is the kind of finding that, discovered post-closing, reduces realized return materially. The point of a checklist is to make sure these findings are surfaced in week 2 of diligence, not month 14 of asset management.

Financial Due Diligence

Financial due diligence verifies the property’s income, expenses, and investment viability. This is where most acquisition decisions are ultimately made or broken.

Income Verification

Rent roll: Current rent roll with tenant names, suite numbers, SF, lease dates, base rent, and escalations
Rent roll vs. lease comparison: Verify rent roll figures match actual lease terms
Gross potential rent: Calculate total rental income at full occupancy and market rates
Vacancy and credit loss: Current vacancy rate and historical collection loss
Other income: Parking, storage, antenna, signage, late fees, and other miscellaneous income
Percentage rent: Verify breakpoints and tenant sales reporting (retail properties)
Straight-line rent adjustments: Calculate GAAP straight-line rent for financial reporting
Trailing monthly rent rolls: Month-end rent rolls for the last 12 months, to show occupancy and in-place rent drift
Rent roll tie-out chain: Tie the rent roll to estoppels, the estoppels to bank deposits, and the deposits to the T-12

Operating Expenses

Underwriting Analysis

Cap rate analysis: Calculate going-in cap rate based on verified NOI
NOI reconciliation: Reconcile seller’s NOI with your independently verified figures
Debt service coverage: Calculate DSCR based on proposed financing terms
Cash-on-cash return: Project year-one returns based on equity investment
IRR projections: Model internal rate of return over hold period
Sensitivity analysis: Stress-test assumptions for vacancy, rent growth, and expense escalation
Comparable sales: Recent comparable transactions for valuation benchmarking

Lease Due Diligence

Lease due diligence is the foundation of understanding any income-producing commercial property. Every tenant relationship, every dollar of revenue, and every obligation is defined in the lease documents.

Lease Document Collection

All executed leases: Collect original leases for every tenant
All amendments: Every amendment, modification, and extension in chronological order
Side letters: Any supplemental agreements outside the primary lease
Guaranty agreements: Personal or corporate guarantees
Commencement date agreements: Confirmed commencement and rent start dates
Estoppel certificates: Request and review tenant estoppels (see estoppel certificate guide)
SNDAs: Subordination, non-disturbance, and attornment agreements
Ground lease estoppel: If the site is ground leased, request an estoppel from the fee owner

Lease Abstract Review

Critical Date Analysis

Near-term expirations: Leases expiring within 12–24 months
Option exercise deadlines: Upcoming notice periods for renewal, termination, or expansion
Free rent burn-off dates: When abatement periods end
Rent escalation dates: Upcoming bumps and reset dates

Legal Due Diligence

Legal due diligence protects against title defects, regulatory violations, and undisclosed liabilities.

Title and Survey

Title commitment: Review the title commitment for exceptions, encumbrances, and requirements
Title exceptions: Examine each exception (easements, restrictions, encroachments) for material impact
Survey: Obtain or update ALTA/NSPS survey; compare to title exceptions
Encroachments: Identify any encroachments onto or from the property
Access and easements: Confirm legal access to public roads; review utility and access easements
Deed restrictions: Review any use restrictions, CC&Rs, or development limitations
Title policy endorsements: List the endorsements to request (access, survey, zoning, restrictions, and any that cure specific survey issues)
Chain of title: Review the chain of title as far back as the exception schedule indicates

Zoning and Entitlements

Zoning confirmation: Verify current zoning designation and permitted uses
Non-conforming use: Determine if any existing uses are legally non-conforming
Zoning compliance letter: Obtain from municipality if available
Conditional use permits: Review any CUPs, variances, or special exceptions
Building permits: Verify permits for all improvements and tenant build-outs
Certificate of occupancy: Confirm current CO for the building and each tenant space
Future development restrictions: Identify any overlay districts, historic designations, or pending zoning changes

Litigation and Liens

Pending litigation: Search for any lawsuits involving the property or owner entity
Mechanic’s liens: Check for any contractor or vendor liens
Tax liens: Verify no delinquent tax obligations
UCC filings: Review any personal property security interests
Judgments: Search for judgments against the property owner
Regulatory violations: Check for any open code violations or compliance orders

Contracts and Agreements

Service contracts: Review all property management, maintenance, and vendor contracts
Ground lease: If applicable, review ground lease terms, rent, and expiration
HOA/POA agreements: Homeowner or property owner association documents and assessments
License agreements: Antenna, signage, or other license agreements affecting the property
Commission agreements: Outstanding leasing commission obligations
Licenses and permits: Business licenses, signage permits and any operating licenses that must transfer or be reissued
Existing loan compliance: If assuming a loan, confirm compliance with the loan documents and the assumption conditions

Physical Due Diligence

Physical due diligence assesses the building’s condition, identifies deferred maintenance, and estimates future capital needs.

Environmental

Building Condition

Capital Expenditure Planning

CapEx reserve estimate: Immediate repairs and replacement reserve projections
Deferred maintenance: Items requiring near-term attention (0–12 months)
Replacement schedule: Major systems replacement timeline (roof, HVAC, elevators, parking)
Tenant improvement needs: Anticipated TI costs for upcoming lease renewals or new leasing
Energy efficiency opportunities: LED lighting, HVAC upgrades, building envelope improvements

For automated CapEx analysis, see how Moraine generates automated CapEx summaries.

Tenant Due Diligence

Tenant quality determines the durability of a property’s cash flow. This section goes beyond lease terms to assess whether tenants can actually pay rent.

Tenant Credit Analysis

Financial statements: Request and review tenant financials (public or privately provided)
Credit reports: Business credit reports for each material tenant
Credit ratings: Moody’s, S&P, or Fitch ratings for rated tenants
Default probability: Calculate or obtain tenant default probability scores (see tenant credit scoring)
Payment history: Obtain aging reports showing rent payment timeliness
Security deposits and LOCs: Verify all security deposits and letters of credit on hand

Tenant Concentration and Risk

Revenue concentration: Identify tenants representing >10% of gross revenue
Industry concentration: Assess tenant mix by industry sector
Tenant financial health trends: Revenue growth, profitability, and leverage trends
Guarantor analysis: Assess financial strength of guarantors
Bankruptcy risk: Flag any tenants with public financial distress indicators
Tenant retention probability: Assess likelihood of renewal based on lease terms, market conditions, and tenant operations

For comprehensive tenant analysis, explore Moraine’s tenant credit scoring and credit analysis tools.

Market Due Diligence

Market analysis validates the property’s competitive position and growth potential.

Submarket Analysis

Market rent comps: Current asking and effective rents for comparable properties
Occupancy trends: Submarket occupancy rates and historical trends
Absorption data: Net absorption trends in the submarket
New supply pipeline: Properties under construction or planned that will compete
Rent growth projections: Broker forecasts and historical rent growth trends

Comparable Analysis

Sales comps: Recent comparable sales with cap rates, price per SF, and deal terms
Lease comps: Recent comparable leases supporting underwriting assumptions
Operating expense comps: Benchmark property expenses against comparable buildings

Location and Demographics

Transportation access: Proximity to highways, transit, airports
Employment drivers: Major employers and employment trends in the area
Population and income trends: Demographic data supporting tenant demand
Infrastructure projects: Planned public or private development that could impact the property

Asset-Class Add-Ons: Office, Retail and Industrial

The core checklist applies to every property. These items are the ones that move price for a specific asset class, so work the section that matches the deal on top of the six categories above.

Office

Office underwriting turns on tenant credit and lease rollover.

Retail

Retail leases carry clauses that can change the pro forma in a single sentence.

Industrial

Industrial tenants buy on building specifications, so verify the specifications physically.

A Realistic Diligence Timeline

Institutional diligence on a multi-tenant property typically runs 30 to 60 days from PSA execution to the end of the contingency period. Single-tenant net lease deals can move faster; deals needing third-party consents or many estoppels run longer. Work the categories in parallel.

Week	Workstreams
Week 1	PSA executed. Order title, survey, Phase I, PCA and zoning letter. Distribute the data room request list. Send estoppels and SNDAs to tenants.
Week 2	Parallel document review: counsel on leases, finance on the T-12 and rent roll, engineering on plans and specs. First site visit.
Week 3	Title commitment, Phase I draft and PCA draft arrive. Tenant calls. Financial reconciliation findings circulate.
Week 4	Title objections submitted. Phase II decision if RECs were found. Estoppels returning.
Weeks 5-6	Negotiate price, indemnities and escrows against findings. Final estoppels and SNDAs. Loan documents.
Weeks 7-8	Closing and funding.

The four items that are never optional, whatever the asset class: a title commitment with exception review, a Phase I ESA, a property condition assessment, and estoppels from every material tenant.

Data Room Structure That Keeps a Deal Team Moving

Seller data rooms arrive sparse or as a dump of unindexed files. Asking for this structure up front lets the team parallelize:

Title and survey
Zoning and entitlements
Environmental (Phase I, Phase II, historical)
Physical (PCA, plans, specs, warranties)
Financial (T-12s, budgets, CAM reconciliations, utilities, taxes, insurance)
Leases (current with amendments, expired, estoppels and SNDAs, tenant financials)
Operations (service contracts, management agreements, licenses)
Legal (litigation, corporate, compliance)
Marketing materials (OM, brochures, renderings)

The data room request list below turns the checklist into a document-by-document request you can send the seller. For the document-level workflow, see data room due diligence.

Free CRE Due Diligence Checklist PDF

Both files are free and need no email.

Download the due diligence checklist PDF (161 items) →: every item on this page, grouped by category, with a checkbox, a responsible-party column and a due-date column.
Download the data room request list (Excel) →: the same items rewritten as document requests to send the seller, with priority, requested and received dates, and a status dropdown.

For the rent roll the checklist asks for, see the rent roll template.

How Moraine Fits This Checklist

Working through this checklist by hand takes weeks, and most of the hours go to reading documents. Moraine drafts the document-level work for office, retail and industrial deals and links each finding to its source page. A qualified underwriter should still review open items and source conflicts before IC.

Checklist category	What Moraine drafts from the uploaded documents
Lease abstraction and analysis	Lease abstracts, rent schedules, options and critical dates
Financial statement review (T-12, operating statements)	Normalized operating statements and a source-linked DCF model
Tenant credit analysis	LLM-estimated tenant credit scoring
Legal document screening	Findings from the uploaded lease and legal documents
Environmental and CapEx	Capital expense summary from uploaded reports
Red flag identification	Findings with page-level citations

Moraine does not replace physical inspections, surveys, title work or legal opinions, and it does not produce a finished IC memo. It drafts the document-intensive analysis that consumes most of the diligence hours.

For a full comparison of DD approaches, see our guide to the best commercial real estate due diligence software.

Frequently Asked Questions

What is a commercial real estate due diligence checklist?

A CRE due diligence checklist is a comprehensive list of items to investigate before acquiring a commercial property. It covers financial analysis, lease review, legal examination, physical inspection, tenant assessment, and market evaluation. Using a checklist ensures nothing is overlooked during the acquisition process.

How long does commercial real estate due diligence take?

Traditional due diligence typically takes 30–90 days depending on deal complexity. The document analysis portion (lease review, financial verification, tenant credit checks) often consumes 2–4 weeks. AI platforms like Moraine build a first-draft model from documents.

Who is responsible for due diligence in a CRE acquisition?

The buyer is primarily responsible, often supported by third-party consultants: attorneys (title and legal), engineers (PCA and environmental), and accountants or analysts (financial). AI platforms like Moraine can take on much of the document-intensive analyst workload, with a qualified underwriter still reviewing the output.

How is due diligence different for different property types?

The core checklist applies across property types, but emphasis shifts. Retail properties require more focus on co-tenancy, percentage rent, and exclusive use provisions. Industrial properties emphasize environmental and structural assessments. Multifamily focuses on unit-level rent analysis and regulatory compliance. Office properties prioritize lease rollover exposure and tenant credit.

Which due diligence items are never optional?

Four items apply to every asset class: a title commitment with exception review, a Phase I Environmental Site Assessment, a property condition assessment, and estoppels from every material tenant. If any of them produces a red flag, the deal usually changes shape: a price reduction, a seller indemnity, an escrow holdback, or termination. After those four, the lease-to-rent-roll reconciliation matters most, because if the rent roll does not tie to the leases the investment thesis may be invalid.

Do I need a survey for a commercial property purchase?

For almost any institutional deal, yes. Lenders typically require an ALTA/NSPS land title survey, and it is the way to confirm that the legal description matches the improvements, access easements are recorded and nothing encroaches. Some sponsors rely on an updated existing survey with an affidavit on small single-tenant deals, which carries more risk.

Can AI replace traditional due diligence?

AI accelerates and improves the document analysis components of due diligence, lease abstraction, financial review, tenant credit assessment, and red flag identification. Physical inspections, title examination, and legal opinions still require human professionals. Moraine automates what can be automated and provides structured data that supports the human judgment required for the rest.

Complete Your Due Diligence Faster

Stop spending weeks on document analysis. Moraine automates the most time-consuming elements of this checklist and delivers a first-draft model and source-linked findings.

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FAQ

Frequently asked questions

What is a commercial real estate due diligence checklist?: A CRE due diligence checklist is a comprehensive list of items to investigate before acquiring a commercial property. It covers financial analysis, lease review, legal examination, physical inspection, tenant assessment, and market evaluation. Using a checklist ensures nothing is overlooked during the acquisition process.
How long does commercial real estate due diligence take?: Traditional due diligence typically takes 30–90 days depending on deal complexity. The document analysis portion, lease review, financial verification, tenant credit checks, often consumes 2–4 weeks. AI platforms like Moraine build a first-draft model from documents; an analyst reviews it before IC.
Who is responsible for due diligence in a CRE acquisition?: The buyer is primarily responsible, often supported by third-party consultants: attorneys (title and legal), engineers (PCA and environmental), and accountants or analysts (financial). AI platforms like Moraine can take on much of the document-intensive analyst workload, with a qualified underwriter still reviewing the output.
How is due diligence different for different property types?: The core checklist applies across property types, but emphasis shifts. Retail properties require more focus on co-tenancy, percentage rent, and exclusive use provisions. Industrial properties emphasize environmental and structural assessments. Multifamily focuses on unit-level rent analysis and regulatory compliance. Office properties prioritize lease rollover exposure and tenant credit.
Can AI replace traditional due diligence?: AI accelerates and improves the document analysis components of due diligence, lease abstraction, financial review, tenant credit assessment, and red flag identification. Physical inspections, title examination, and legal opinions still require human professionals. Moraine automates what can be automated and provides structured data that supports the human judgment required for the rest.
What belongs on a commercial real estate closing checklist?: The closing (or transaction) checklist covers the final mile after diligence: title commitment and survey sign-off, estoppels and SNDAs collected, loan documents, closing statement prorations (rent, CAM, taxes), deposit transfers, insurance binders, and entity resolutions. It is the execution counterpart to the diligence checklist above.
What is a due diligence fee, and how long is a typical period?: Some markets (notably North Carolina) use a non-refundable due diligence fee paid to the seller for the exclusive right to inspect; elsewhere the economics live in the deposit's go-hard schedule. Commercial diligence periods typically run 30-90 days, negotiated alongside financing contingencies.
How does land due diligence differ?: Land adds entitlement work: zoning verification, utility availability, environmental assessment (often Phase II), soil and survey work, and title exceptions like easements and mineral rights that matter more when you intend to build.
Which due diligence items are never optional?: Four items apply to every asset class: a title commitment with exception review, a Phase I Environmental Site Assessment, a property condition assessment, and estoppels from every material tenant. If any of them produces a red flag, the deal usually changes shape: a price reduction, a seller indemnity, an escrow holdback, or termination. After those four, the lease-to-rent-roll reconciliation matters most, because if the rent roll does not tie to the leases the investment thesis may be invalid.
Do I need a survey for a commercial property purchase?: For almost any institutional deal, yes. Lenders typically require an ALTA/NSPS land title survey, and it is the way to confirm that the legal description matches the improvements, access easements are recorded and nothing encroaches. Some sponsors rely on an updated existing survey with an affidavit on small single-tenant deals, which carries more risk.