An estoppel certificate is a tenant-signed statement confirming current rent, deposit, lease terms, and that there are no outstanding disputes. Buyers require current estoppels for every occupied unit before close.
The estoppel serves as tenant-verified evidence of the rent roll. It prevents a buyer from acquiring a building and discovering that tenants claim different rent amounts or pending disputes the seller didn't disclose.
Estoppels typically must be dated within 30–60 days of close. Gathering them takes 2–4 weeks depending on tenant responsiveness. Sellers who wait until escrow to collect estoppels often face timeline pressure.
LA multifamily sellers should send estoppel request letters in the pre-listing phase, not during escrow. California tenants generally have no legal obligation to sign, but most cooperate when requests are reasonable. Buildings with substantial non-signing tenants raise diligence concerns for buyers.
From the Sterman LA Multifamily Glossary — defined the way a broker with $1.41 billion across 254 closed transactions actually uses these terms.
Michael Sterman, Senior Managing Director Investments, Marcus & Millichap.
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