# Closing Document Checklists

Reference for the transfer-document-preparer skill. Three transaction types: acquisition (deed transfer), acquisition (membership interest transfer), and 1031 exchange acquisition. Each checklist shows documents required, responsible party, and typical delivery deadline relative to closing date (Day 0).

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## Checklist 1: Acquisition -- Deed Transfer (Standard Commercial)

### Pre-Closing Documents (5-20 days before closing)

| ID | Document | Prepared By | Responsible For Delivery | Days Before Close | Notes |
|---|---|---|---|---|---|
| D-01 | Authorizing resolution -- selling entity | Seller counsel | Seller | 10 | Must match signing authority in deed |
| D-02 | Authorizing resolution -- buying entity | Buyer counsel | Buyer | 10 | Match grantee name in deed exactly |
| D-03 | Certificate of good standing -- seller entity (state of formation) | Seller | Seller | 10 | Order from SOS; allow 1-5 business days |
| D-04 | Certificate of good standing -- seller entity (state of property, if foreign-qualified) | Seller | Seller | 10 | Required if seller entity is foreign-qualified in property state |
| D-05 | Certificate of good standing -- buyer entity (state of formation) | Buyer | Buyer | 10 | Lender may require |
| D-06 | Certificate of good standing -- buyer entity (state of property) | Buyer | Buyer | 10 | Required for recording in some states |
| D-07 | Operating agreement or LP agreement (certified copy) | Seller | Seller | 10 | Title company confirms authority to convey |
| D-08 | Incumbency certificate or officer certificate | Seller counsel | Seller | 5 | Confirms named signatory holds stated title |
| D-09 | Special warranty deed (draft) | Buyer counsel | Buyer counsel | 10 | Reviewed by both parties and title |
| D-10 | Bill of sale (draft) | Buyer counsel | Buyer counsel | 10 | Attach FF&E inventory exhibit |
| D-11 | FIRPTA non-foreign affidavit | Seller counsel | Seller | 7 | Required if seller is U.S. person; protects buyer from withholding liability |
| D-12 | Assignment and assumption of leases (draft) | Buyer counsel | Buyer counsel | 10 | Include exhibit listing all leases |
| D-13 | Assignment of service contracts (draft) | Buyer counsel | Buyer counsel | 10 | One assignment per contract or omnibus assignment with exhibit |
| D-14 | Tenant notice letters (draft) | Buyer / PM | Buyer | 7 | Do not distribute until after closing |
| D-15 | Transfer tax affidavit / return | Title company | Seller or buyer per state | 5 | State-specific form; attach to deed at recording |
| D-16 | Owner's affidavit (no liens, judgments, no unrecorded interests) | Seller counsel | Seller | 5 | Required by title company for underwriting |
| D-17 | Gap indemnity | Seller counsel | Seller | 5 | Covers period between closing and recording (typically 1-3 days) |
| D-18 | Settlement statement / closing disclosure | Title company | Title | 3 | Both parties review and approve before execution |

### Day-of-Closing Documents

| ID | Document | Executed By | Delivered To | Notes |
|---|---|---|---|---|
| D-19 | Deed (final execution) | Seller (authorized signatory + notary) | Title for recording | Grantee name confirmed before execution |
| D-20 | Bill of sale (final execution) | Seller (authorized signatory) | Buyer | |
| D-21 | Assignment and assumption of leases (final) | Both parties | Title / Buyer | |
| D-22 | Assignment of service contracts (final) | Both parties | Buyer | |
| D-23 | FIRPTA non-foreign affidavit (final) | Seller + notary | Buyer (retains; not recorded) | |
| D-24 | Transfer tax form (final) | Per state requirement | Filed with deed at recording | |
| D-25 | Closing statement acknowledgment | Both parties | Title / All | Confirms numbers are approved |
| D-26 | Wire confirmation(s) | Lender / Buyer / Title | All | Confirm before deed is released for recording |

### Post-Closing Documents (within 30 days)

| ID | Document | Action Required | Deadline | Notes |
|---|---|---|---|---|
| D-27 | Recorded deed (with recording stamp) | Delivered by title to buyer | 5-10 business days | Original to buyer; copy to lender |
| D-28 | Owner's title insurance policy | Issued by title company | 2-4 weeks | After recording confirmed |
| D-29 | Lender's title insurance policy | Issued by title company | 2-4 weeks | Lender's copy; buyer retains |
| D-30 | Tenant notice letters | Distribute to each tenant | Within 48 hours | Mail and hand-deliver |
| D-31 | Tax assessor change of ownership filing | Buyer / PM | 15-30 days (varies by state) | Triggers reassessment in some states |
| D-32 | Service contract assignments / novations | Property manager | 15 days | Confirm counterparty acceptance |

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## Checklist 2: Acquisition -- Membership Interest Transfer

All documents in Checklist 1 apply plus the following substitutions and additions:

| Change | Detail |
|---|---|
| REMOVE D-09 (deed) | No deed is recorded; MI assignment replaces it |
| REMOVE D-24 (transfer tax form) | May not apply; confirm by state whether MI transfer is treated as real property transfer |
| ADD MI-01 | Membership interest assignment agreement (draft and final) |
| ADD MI-02 | Amendment to LLC operating agreement (if required to admit new member and remove old) |
| ADD MI-03 | Anti-assignment clause waiver / tenant consent (if any lease contains change-of-control clause) |
| ADD MI-04 | Right of first refusal waiver (if any operating agreement or outside agreement grants ROFR on MI) |
| ADD MI-05 | State MI transfer tax form (if applicable -- see references/transfer-tax-rates.yaml) |
| ADD MI-06 | UCC search and lien release on the membership interests (if seller's interests are pledged as collateral) |
| ADD MI-07 | Affidavit of no transfer tax (if state exempts MI transfers) |
| ADD MI-08 | Buyer entity formation docs and EIN confirmation (lender requirement to verify buyer entity) |

**FIRPTA note for MI transfers**: FIRPTA withholding still applies if the LLC is a U.S. Real Property Holding Company (USRPHC). The USRPHC test: FMV of U.S. real property > 50% of (U.S. real property + other assets) at any time in the prior 5 years. For single-asset LLCs holding U.S. real estate, this test is almost always met. Seller must still provide FIRPTA certification or buyer withholds 15% of amount realized.

**Title insurance for MI transfers**: Confirm with title company that they will underwrite an owner's policy on an MI transfer at reasonable rates. Some underwriters decline MI transfer policies or add significant endorsements. If title will not insure, reconsider MI transfer vs. deed conveyance.

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## Checklist 3: Acquisition -- 1031 Exchange (Replacement Property)

All documents in Checklist 1 (deed transfer) apply plus the following:

| ID | Document | Prepared By | Delivered To | Timing | Notes |
|---|---|---|---|---|---|
| EX-01 | Exchange agreement between seller and QI | Seller + QI | QI holds original | Before Day 0 of relinquished sale | Must be in place before relinquished property closes |
| EX-02 | Assignment of relinquished property PSA to QI | Seller counsel | QI, buyer (notice) | Before Day 0 | Direct deed from seller to buyer still permissible |
| EX-03 | Buyer cooperation notice | Buyer counsel | Seller / QI | Before Day 0 | Buyer acknowledges seller's exchange; agrees to cooperate at no cost |
| EX-04 | Identification notice (replacement property) | Seller / exchanger | QI | By Day 45 | Signed, dated, unambiguous property description; no extensions |
| EX-05 | Assignment of replacement property purchase contract from QI to buyer | Seller / QI | Buyer, Title | 5-10 days before replacement closing | QI assigns back to buyer; buyer takes title directly |
| EX-06 | Wire instructions: QI to title company | QI | Title | 3-5 days before closing | Confirm QI wire timing; most wire same-day |
| EX-07 | Exchange proceeds receipt confirmation | Title / QI | Seller, Buyer | Closing day | Confirms QI proceeds received into escrow |
| EX-08 | Exchange closing statement | Title | Seller, QI | Closing day | Shows application of exchange proceeds to replacement purchase |
| EX-09 | 1031 summary for accountant | Seller counsel / buyer counsel | Seller's CPA | Within 30 days | Documents exchange for tax return; Form 8824 preparation |

**Timing calendar (replacement property closing)**:

```
Day 0 (relinquished property closes):
  → EX-01 (exchange agreement) already executed
  → EX-02 (PSA assignment to QI) executed
  → EX-03 (buyer cooperation notice) delivered to buyer
  → QI receives sale proceeds via wire

Day 1-44:
  → Pursue replacement property
  → Negotiate PSA for replacement

Day 45 (HARD DEADLINE):
  → EX-04 (identification notice) delivered to QI by midnight
  → No exceptions, no extensions

Day 46-170:
  → Clear all closing conditions on replacement property
  → Prepare all documents in this checklist
  → EX-05 (QI assignment of replacement contract) executed

Day 175 (5 days before Day 180):
  → All documents executed and in escrow
  → Wire schedule confirmed with QI and lender

Day 180 (HARD DEADLINE):
  → Replacement property must close
  → EX-06: QI wires proceeds to title
  → Deed from replacement seller to buyer (exchanger) recorded
```