Estoppel Certificate: What Landlords, Tenants, and Investors Need to Know

Learn what an estoppel certificate is, why it matters in real estate transactions, and how it affects landlords selling property, tenants in buildings being sold, and real estate investors.

Introduction

An estoppel certificate is a legal document used in real estate transactions that verifies the terms and conditions of a lease agreement between a landlord and tenant. When a property with existing tenants is being sold or refinanced, the estoppel certificate serves as written confirmation of the current lease status, including rent amount, security deposit, lease term, and any modifications to the original lease. This document protects all parties involved by preventing someone from later claiming different lease terms ('estopping' them from contradicting what they previously certified as true). Whether you're a tenant whose building is being sold, a landlord looking to sell your rental property, or an investor acquiring properties with existing tenants, understanding estoppel certificates is essential for protecting your legal and financial interests.

Key Things to Know

1
Estoppel certificates are legally binding documents that prevent signers from later contradicting what they certified as true.
2
Most lease agreements require tenants to complete estoppel certificates upon request, typically within 5-10 business days.
3
Never sign an estoppel certificate without carefully reviewing it for accuracy, as incorrect information could waive important rights.
4
For landlords selling property, obtaining estoppel certificates early in the sales process can prevent delays and demonstrate transparency.
5
Real estate investors should insist on estoppel certificates to verify income streams and identify any undisclosed issues before purchasing rental properties.
6
Estoppel certificates should reflect existing lease terms rather than create new obligations between parties.
7
If you're unsure about any information in an estoppel certificate, consult with a real estate attorney before signing.
8
Lenders typically require estoppel certificates before financing properties with existing tenants.

Key Decisions

Individual Landlord Selling a Rental Property

Real Estate Investor with Multiple Rental Properties

Tenant Living in a Property Being Sold

Estoppel Certificate Requirements

Property Identification

Full legal description of the property, including address, unit number, and any other identifying information that clearly defines the premises covered by the lease.

Parties Identification

Complete legal names and contact information for all parties to the lease (landlord/owner and tenant).

Date of Certificate

The effective date of the estoppel certificate.

Customize your Estoppel Certificate Template with DocDraft

ESTOPPEL CERTIFICATE

EFFECTIVE DATE: [DATE]

THIS ESTOPPEL CERTIFICATE (the "Certificate") is made and executed as of the date set forth above by the undersigned tenant (the "Tenant") for the benefit of the current landlord/owner (the "Landlord"), any prospective purchaser of the Property (as defined below), any lender or prospective lender secured or to be secured by the Property, and their respective successors and assigns (collectively, the "Relying Parties").

1. PROPERTY IDENTIFICATION

1.1 Property Description

The real property and improvements that are the subject of this Certificate (collectively, the "Property") are legally described as follows:

Street Address: [STREET ADDRESS]
Unit/Suite Number: [UNIT/SUITE NUMBER]
City: [CITY]
State: [STATE]
Zip Code: [ZIP CODE]
County: [COUNTY]
Legal Description: [LEGAL DESCRIPTION OF PROPERTY]
Tax Parcel ID Number(s): [TAX PARCEL ID NUMBER(S)]

1.2 Leased Premises

The portion of the Property leased by Tenant (the "Premises") consists of approximately [SQUARE FOOTAGE] square feet and is more particularly described as follows: [DETAILED DESCRIPTION OF LEASED PREMISES].

2. PARTIES IDENTIFICATION

2.1 Landlord/Owner

Legal Name: [LANDLORD'S LEGAL NAME]
Entity Type: [ENTITY TYPE (e.g., corporation, limited liability company, individual)]
Address: [LANDLORD'S ADDRESS]
Contact Person: [CONTACT PERSON]
Phone Number: [PHONE NUMBER]
Email Address: [EMAIL ADDRESS]

2.2 Tenant

Legal Name: [TENANT'S LEGAL NAME]
Entity Type: [ENTITY TYPE (e.g., corporation, limited liability company, individual)]
Address: [TENANT'S ADDRESS]
Contact Person: [CONTACT PERSON]
Phone Number: [PHONE NUMBER]
Email Address: [EMAIL ADDRESS]

3. LEASE INFORMATION

3.1 Original Lease Agreement

Tenant hereby certifies that it is the tenant under that certain lease agreement (the "Original Lease") dated [ORIGINAL LEASE DATE], by and between [ORIGINAL LANDLORD NAME] as landlord and [ORIGINAL TENANT NAME] as tenant, for the Premises described above.

3.2 Lease Amendments, Modifications, Extensions, and Renewals

Tenant hereby certifies that the Original Lease has been amended, modified, extended, or renewed as follows (collectively with the Original Lease, the "Lease"):

Document	Date	Description of Changes
[AMENDMENT/MODIFICATION/EXTENSION/RENEWAL TITLE]	[DATE]	[BRIEF DESCRIPTION OF CHANGES]
[AMENDMENT/MODIFICATION/EXTENSION/RENEWAL TITLE]	[DATE]	[BRIEF DESCRIPTION OF CHANGES]
[AMENDMENT/MODIFICATION/EXTENSION/RENEWAL TITLE]	[DATE]	[BRIEF DESCRIPTION OF CHANGES]

☐ Check here if no amendments, modifications, extensions, or renewals have been made to the Original Lease.

3.3 Complete Agreement

Tenant hereby certifies that the Lease (including all amendments, modifications, extensions, and renewals identified above) represents the entire agreement between Landlord and Tenant with respect to the Premises. Tenant further certifies that there are no other agreements, written or oral, affecting or relating to Tenant's lease of the Premises or any other portion of the Property.

3.4 Current Lease Term

Tenant hereby certifies the following with respect to the current term of the Lease:

Commencement Date: [COMMENCEMENT DATE]
Expiration Date: [EXPIRATION DATE]
Current Term Length: [TERM LENGTH (e.g., 5 years, 60 months)]

3.5 Renewal Options

Tenant hereby certifies that the Lease contains the following renewal or extension options:

☐ Tenant has the right to renew or extend the term of the Lease for [NUMBER] additional period(s) of [LENGTH OF RENEWAL TERM] each.

☐ Notice for exercise of renewal option must be provided to Landlord no earlier than [EARLIEST DATE FOR NOTICE] and no later than [LATEST DATE FOR NOTICE] prior to the expiration of the current term.

☐ Renewal rental rate is determined as follows: [DESCRIPTION OF RENEWAL RENTAL RATE CALCULATION].

☐ Tenant has already exercised the following renewal option(s): [DESCRIPTION OF EXERCISED RENEWAL OPTIONS].

☐ Tenant has no right or option to renew or extend the term of the Lease.

3.6 Lease Assignment/Sublease Status

Tenant hereby certifies the following with respect to assignments and subleases:

☐ Tenant has not assigned, transferred, or encumbered its interest in the Lease or sublet all or any portion of the Premises.

☐ Tenant has assigned, transferred, or encumbered its interest in the Lease or sublet all or a portion of the Premises as follows:

Type of Transfer	Date	Transferee/Subtenant	Affected Portion of Premises	Landlord Consent Obtained (Y/N)
[ASSIGNMENT/SUBLEASE/ENCUMBRANCE]	[DATE]	[NAME OF TRANSFEREE/SUBTENANT]	[DESCRIPTION OF AFFECTED PORTION]	[YES/NO]

4. FINANCIAL TERMS

4.1 Current Rent Amount

Tenant hereby certifies that the current rent payable under the Lease is as follows:

Base Rent: $[AMOUNT] per [MONTH/YEAR]
Payment Schedule: [PAYMENT SCHEDULE (e.g., monthly on the first day of each month)]
Current Payment Period: [CURRENT PAYMENT PERIOD]

4.2 Rent Payment Status

Tenant hereby certifies the following with respect to the status of rent payments:

☐ All rent and other charges have been paid through [DATE].

☐ Tenant is currently in arrears on rent or other charges in the amount of $[AMOUNT], representing [DESCRIPTION OF DELINQUENT AMOUNTS].

☐ Tenant has prepaid rent in the amount of $[AMOUNT], covering the period from [START DATE] through [END DATE].

4.3 Security Deposit

Tenant hereby certifies that:

☐ Landlord is currently holding a security deposit in the amount of $[AMOUNT].

☐ Interest has accrued on the security deposit in the amount of $[AMOUNT] as of [DATE].

☐ No security deposit is currently being held by Landlord.

4.4 Additional Rent Components

Tenant hereby certifies that, in addition to base rent, Tenant is obligated to pay the following additional amounts under the Lease:

Type of Additional Rent	Current Monthly Amount	Payment Schedule	Basis for Calculation
Common Area Maintenance (CAM)	$[AMOUNT]	[PAYMENT SCHEDULE]	[CALCULATION BASIS]
Real Estate Taxes	$[AMOUNT]	[PAYMENT SCHEDULE]	[CALCULATION BASIS]
Insurance	$[AMOUNT]	[PAYMENT SCHEDULE]	[CALCULATION BASIS]
Utilities	$[AMOUNT]	[PAYMENT SCHEDULE]	[CALCULATION BASIS]
Other: [DESCRIPTION]	$[AMOUNT]	[PAYMENT SCHEDULE]	[CALCULATION BASIS]

4.5 Rent Escalations

Tenant hereby certifies that the Lease provides for the following rent increases:

Effective Date	New Base Rent Amount	Percentage Increase	Calculation Method
[DATE]	$[AMOUNT]	[PERCENTAGE]%	[DESCRIPTION OF CALCULATION]
[DATE]	$[AMOUNT]	[PERCENTAGE]%	[DESCRIPTION OF CALCULATION]
[DATE]	$[AMOUNT]	[PERCENTAGE]%	[DESCRIPTION OF CALCULATION]

5. TENANT RIGHTS

5.1 Tenant Improvement Allowances

Tenant hereby certifies the following with respect to tenant improvement allowances:

☐ The Lease provided for a tenant improvement allowance in the original amount of $[AMOUNT].

☐ Landlord has disbursed $[AMOUNT] of the tenant improvement allowance as of [DATE].

☐ A balance of $[AMOUNT] remains available to Tenant under the tenant improvement allowance.

☐ The deadline for Tenant to use any remaining tenant improvement allowance is [DATE].

☐ No tenant improvement allowance was provided under the Lease, or all allowances have been fully disbursed and utilized.

5.2 Rights of First Refusal, Expansion Rights, and Purchase Options

Tenant hereby certifies the following with respect to special rights granted under the Lease:

☐ Tenant has the following rights of first refusal: [DESCRIPTION OF RIGHTS OF FIRST REFUSAL].

☐ Tenant has the following expansion rights: [DESCRIPTION OF EXPANSION RIGHTS].

☐ Tenant has the following option(s) to purchase: [DESCRIPTION OF PURCHASE OPTIONS].

☐ Tenant has no rights of first refusal, expansion rights, or options to purchase under the Lease.

5.3 Exclusive Use Rights

Tenant hereby certifies the following with respect to exclusive use rights:

☐ Tenant has been granted the following exclusive use rights: [DESCRIPTION OF EXCLUSIVE USE RIGHTS].

☐ Tenant has not been granted any exclusive use rights under the Lease.

6. LANDLORD OBLIGATIONS

6.1 Landlord's Unfulfilled Obligations

Tenant hereby certifies the following with respect to Landlord's obligations under the Lease:

☐ To Tenant's knowledge, Landlord has satisfied all of its obligations under the Lease through the date of this Certificate.

☐ Landlord has the following unfulfilled obligations under the Lease: [DESCRIPTION OF UNFULFILLED OBLIGATIONS].

6.2 Maintenance Responsibilities

Tenant hereby certifies that the maintenance responsibilities under the Lease are allocated as follows:

Maintenance Item	Responsible Party	Special Provisions
Structural components	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Roof	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
HVAC systems	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Plumbing	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Electrical systems	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Interior non-structural components	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Common areas	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Exterior areas	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]
Other: [DESCRIPTION]	[LANDLORD/TENANT]	[SPECIAL PROVISIONS]

7. COMPLIANCE STATUS

7.1 Lease Defaults

Tenant hereby certifies the following with respect to defaults under the Lease:

☐ To Tenant's knowledge, neither Landlord nor Tenant is currently in default under the Lease.

☐ Tenant is currently in default under the Lease as follows: [DESCRIPTION OF TENANT DEFAULT].

☐ To Tenant's knowledge, Landlord is currently in default under the Lease as follows: [DESCRIPTION OF LANDLORD DEFAULT].

☐ The following notices of default have been issued under the Lease: [DESCRIPTION OF DEFAULT NOTICES].

7.2 Pending Claims/Disputes

Tenant hereby certifies the following with respect to claims and disputes:

☐ There are no pending claims, disputes, or actions between Landlord and Tenant relating to the Lease or the Premises.

☐ The following claims, disputes, or actions between Landlord and Tenant are currently pending: [DESCRIPTION OF PENDING CLAIMS/DISPUTES/ACTIONS].

7.3 Compliance with Laws

Tenant hereby certifies the following with respect to compliance with laws:

☐ To Tenant's knowledge, the Premises are in compliance with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations.

☐ To Tenant's knowledge, the Premises are not in compliance with the following applicable laws, codes, ordinances, rules, or regulations: [DESCRIPTION OF NON-COMPLIANCE].

8. PROPERTY CONDITION

8.1 Current Property Condition

Tenant hereby certifies the following with respect to the current condition of the Premises:

☐ The Premises are in good condition and repair, ordinary wear and tear excepted.

☐ The Premises have the following defects or require the following repairs: [DESCRIPTION OF DEFECTS OR NEEDED REPAIRS].

8.2 Environmental Issues

Tenant hereby certifies the following with respect to environmental issues:

☐ To Tenant's knowledge, there are no hazardous materials or environmental issues affecting the Premises.

☐ To Tenant's knowledge, the following hazardous materials or environmental issues affect the Premises: [DESCRIPTION OF ENVIRONMENTAL ISSUES].

9. THIRD-PARTY INTERESTS

9.1 Subordination Status

Tenant hereby certifies the following with respect to subordination:

☐ The Lease is subordinate to all existing and future mortgages, deeds of trust, and other security instruments encumbering the Property.

☐ The Lease is not subordinate to existing or future mortgages, deeds of trust, or other security instruments encumbering the Property.

☐ Tenant has executed the following subordination, non-disturbance, and attornment agreements: [DESCRIPTION OF SNDAs].

9.2 Encumbrances

Tenant hereby certifies the following with respect to encumbrances:

☐ To Tenant's knowledge, there are no liens, encumbrances, or other third-party interests affecting Tenant's leasehold interest.

☐ Tenant's leasehold interest is subject to the following liens, encumbrances, or other third-party interests: [DESCRIPTION OF ENCUMBRANCES].

10. LEGAL PROVISIONS

10.1 Estoppel Certification Statement

Tenant hereby certifies that all information provided in this Certificate is true, correct, and complete in all material respects. Tenant acknowledges that the Relying Parties will rely on the information contained in this Certificate in connection with the purchase, financing, or refinancing of the Property. Tenant further acknowledges that this Certificate shall be binding upon Tenant and inure to the benefit of the Relying Parties and their respective successors and assigns.

10.2 Reliance Clause

This Certificate may be relied upon by (i) the current Landlord, (ii) any prospective purchaser of the Property or any interest therein, (iii) any lender or prospective lender secured or to be secured by the Property or any interest therein, and (iv) their respective successors and assigns.

10.3 Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of [STATE] without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.

10.4 Non-Modification Clause

This Certificate does not modify, amend, or change the terms of the Lease in any respect. In the event of any inconsistency between the terms of the Lease and the statements contained in this Certificate, the terms of the Lease shall control.

10.5 Authority to Execute

The individual executing this Certificate on behalf of Tenant represents and warrants that they are duly authorized to execute this Certificate on behalf of Tenant and that this Certificate is binding upon Tenant in accordance with its terms.

10.6 Counterparts and Electronic Signatures

This Certificate may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures, including facsimile or scanned signatures, shall be deemed original signatures for all purposes.

10.7 Severability

If any provision of this Certificate, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Certificate shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Certificate.

10.8 No Waiver

The execution of this Certificate by Tenant shall not constitute a waiver of any rights Tenant may have under the Lease against Landlord or any other party.

10.9 Further Assurances

Tenant agrees to execute such further documents and take such further actions as may be reasonably requested by any of the Relying Parties to more effectively implement the purpose of this Certificate.

10.10 Notices

Any notices required or permitted under this Certificate shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Lease.

11. EXECUTION

IN WITNESS WHEREOF, Tenant has executed this Estoppel Certificate as of the date first written above.

TENANT:

[TENANT'S LEGAL NAME]

By: ________________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [DATE]

ACKNOWLEDGMENT

STATE OF [STATE]
COUNTY OF [COUNTY]

On [DATE], before me, [NOTARY NAME], Notary Public, personally appeared [SIGNATORY NAME], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of [STATE] that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________________
(Seal)

Texas Requirements for Estoppel Certificate

Texas Property Code Section 92.007 (Texas Property Code § 92.007)

Waiver of tenant rights is prohibited. The estoppel certificate cannot contain provisions that waive a tenant's rights under Texas law or require a tenant to waive their right to a jury trial.

Texas Property Code Section 5.016 (Texas Property Code § 5.016)

Requires disclosure of transfer of property with existing tenants. The estoppel certificate should acknowledge that proper notice of ownership transfer has been provided to tenants.

Texas Property Code Section 91.006 (Texas Property Code § 91.006)

Landlord's duty to mitigate damages. The estoppel certificate should not contain provisions that attempt to waive the landlord's duty to mitigate damages in the event of tenant default.

Texas Property Code Section 92.006 (Texas Property Code § 92.006)

Prohibits waiver of statutory rights. The estoppel certificate must not include provisions that waive tenant rights provided by statute.

Texas Property Code Section 93.012 (Texas Property Code § 93.012)

For commercial leases, governs security deposits and requires accurate representation of deposit amounts in the estoppel certificate.

Texas Business & Commerce Code Section 26.01 (Texas Business & Commerce Code § 26.01)

Statute of Frauds requirement. The estoppel certificate must be in writing to be enforceable for lease terms exceeding one year.

Texas Property Code Section 92.056 (Texas Property Code § 92.056)

Repair provisions. The estoppel certificate should not misrepresent or waive tenant rights regarding property conditions or needed repairs.

Texas Deceptive Trade Practices Act (Texas Business & Commerce Code § 17.41 et seq.)

Prohibits false, misleading, or deceptive acts. The estoppel certificate must contain truthful information about the lease terms and conditions.

Truth in Lending Act (15 U.S.C. § 1601 et seq.)

If the property transaction involves consumer financing, the estoppel certificate should be consistent with TILA disclosure requirements.

Fair Housing Act (42 U.S.C. § 3601 et seq.)

The estoppel certificate must not contain or reference lease provisions that violate federal fair housing laws prohibiting discrimination.

Americans with Disabilities Act (42 U.S.C. § 12101 et seq.)

The estoppel certificate should accurately reflect any ADA accommodations or modifications that are part of the lease agreement.

Texas Property Code Section 92.301-92.303 (Texas Property Code § 92.301-92.303)

Security deposit requirements. The estoppel certificate must accurately state the amount of security deposit held and any deductions made.

Texas Property Code Section 92.052 (Texas Property Code § 92.052)

Landlord's duty to repair or remedy. The estoppel certificate should not misrepresent the condition of the property or outstanding repair obligations.

Texas Property Code Section 92.331 (Texas Property Code § 92.331)

Prohibits retaliation against tenants. The estoppel certificate process cannot be used as a retaliatory measure against tenants who have exercised their legal rights.

Servicemembers Civil Relief Act (50 U.S.C. § 3901 et seq.)

The estoppel certificate should acknowledge if a tenant is protected under SCRA and any special lease termination rights that may apply.

Texas Property Code Section 92.016 (Texas Property Code § 92.016)

Right to vacate and terminate lease in certain circumstances. The estoppel certificate should not misrepresent tenant rights to terminate under special circumstances (e.g., family violence).

Texas Property Code Section 92.024 (Texas Property Code § 92.024)

Liability for late fees. The estoppel certificate must accurately represent any late fee provisions in the lease and comply with statutory limitations.

Real Estate Settlement Procedures Act (12 U.S.C. § 2601 et seq.)

For residential properties involved in federally related mortgage loans, the estoppel certificate should comply with RESPA requirements regarding disclosure of financial information.

Texas Property Code Section 92.153 (Texas Property Code § 92.153)

Disclosure of ownership and management. The estoppel certificate should accurately reflect the current ownership and management information as required by law.

Texas Property Code Section 92.162 (Texas Property Code § 92.162)

Smoke detector requirements. The estoppel certificate should not misrepresent compliance with smoke detector requirements for residential properties.

Frequently Asked Questions

An estoppel certificate is a legally binding document that confirms the current terms and status of a lease agreement. It's signed by the tenant and verifies details such as the monthly rent amount, security deposit held, lease start and end dates, any modifications to the original lease, and whether there are any ongoing disputes or claims between the landlord and tenant. The certificate 'estops' (legally prevents) the tenant from later claiming different terms than what they certified. This document is typically requested during property sales, refinancing, or when a property is being used as collateral for a loan.

In most cases, yes. Most residential and commercial lease agreements contain a clause requiring tenants to complete and sign an estoppel certificate upon the landlord's request. If your lease contains this provision and you refuse to sign, you may be in breach of your lease agreement. The timeframe for responding is typically specified in your lease (often 5-10 business days). If you're unsure about your obligation, review your lease agreement or consult with a tenant attorney. Even if not explicitly required, cooperating with reasonable estoppel requests is generally advisable to maintain a good landlord-tenant relationship.

First, carefully review your lease to confirm your obligation to sign. Then, thoroughly review the estoppel certificate for accuracy before signing. Verify all information matches your understanding of the lease terms, including rent amount, security deposit, lease duration, and any special agreements. If you find inaccuracies, notify the landlord in writing and request corrections. Consider consulting with an attorney if you're unsure about any terms or if the certificate contains statements that don't align with your lease. Never sign an incomplete certificate or one containing incorrect information, as this could waive important rights.

As a landlord planning to sell, you should request estoppel certificates early in the sales process, typically after accepting an offer but before closing. Many purchase agreements include contingencies requiring estoppel certificates, so having them ready can prevent delays. Request certificates from all tenants occupying the property, allowing enough time for them to respond within the timeframe specified in their leases (usually 5-10 business days). Having completed estoppel certificates available during due diligence demonstrates transparency and can make your property more attractive to potential buyers by confirming the income stream and lease terms.

A comprehensive estoppel certificate should include: the names of all parties to the lease; property address and unit number; lease commencement and expiration dates; current monthly rent amount; security deposit amount held; confirmation that the lease is in full force and effect; any lease modifications or amendments; confirmation that neither landlord nor tenant is in default; any rights of first refusal or options to purchase; any rent concessions or free rent periods; any pending claims or disputes between landlord and tenant; and the tenant's signature and date. Some certificates may also include assignment/subletting rights and personal guarantees.

For investors, estoppel certificates provide crucial verification of the income-producing aspects of a potential investment. They confirm the actual terms under which tenants occupy the property, which may differ from what the seller represents or what appears in written leases. Estoppel certificates help identify any undisclosed rent concessions, maintenance issues, or tenant disputes that could affect property value. They also protect you from tenants later claiming different lease terms after you've acquired the property. Lenders typically require estoppel certificates before financing income properties, and the certificates help ensure the projected cash flow used in your investment analysis is accurate.

If a tenant provides false information on an estoppel certificate, they may be legally estopped (prevented) from later contradicting that information. For example, if a tenant incorrectly states they have no claims against the landlord but later tries to assert such claims, the estoppel certificate can be used as evidence to defeat their claim. The tenant could potentially be liable for damages caused by the false information, especially if the new property owner or lender relied on that information when making financial decisions. In extreme cases involving intentional misrepresentation, this could constitute fraud, though proving this would require showing the tenant knowingly provided false information with intent to deceive.

While the estoppel certificate should accurately reflect the existing lease terms rather than create new ones, there is some room for negotiation in how information is presented. Tenants can request modifications to ensure the certificate accurately reflects their understanding of the lease relationship. Landlords and buyers may negotiate the specific information requested in the certificate. However, neither party should use the estoppel process to modify actual lease terms—that would require a separate lease amendment. If you believe the certificate contains inaccuracies or overreaching statements, consult with an attorney before signing, as the document is legally binding.

While both documents are often requested during property transactions, they serve different purposes. An estoppel certificate verifies the current status and terms of a lease agreement at a specific point in time. In contrast, an SNDA is a three-part agreement that: (1) subordinates the tenant's lease to the lender's mortgage (subordination); (2) protects the tenant from eviction if the lender forecloses (non-disturbance); and (3) requires the tenant to recognize the lender as the new landlord in case of foreclosure (attornment). Estoppel certificates look backward to confirm existing conditions, while SNDAs look forward to establish rights in potential future scenarios. In many transactions, tenants may be asked to sign both documents.

An estoppel certificate represents a snapshot of the lease relationship at the time it's signed. It doesn't have a specific expiration date, but its practical validity diminishes as time passes and circumstances change. Most lenders and buyers consider estoppel certificates current for 30-60 days after signing. If a real estate transaction takes longer to close, updated certificates may be requested. Any material changes to the lease after signing (such as rent adjustments or lease amendments) would necessitate a new or updated certificate. For this reason, estoppel certificates typically include the date of execution, and some may explicitly state a validity period.