Estoppel Certificate
An estoppel certificate is a signed statement from a tenant confirming key lease terms — rent, term, security deposit, and that the landlord isn't in default — delivered to a buyer or lender relying on the accuracy of the rent roll. Lenders on leased commercial properties typically require estoppels from major tenants as a closing condition.
Estoppels matter because they legally bar a tenant from later claiming different terms than what they certified, protecting the lender or buyer from surprises like undisclosed side letters, unpaid landlord obligations, or disputes that would undercut the income the loan was sized against.
Collecting estoppels from every tenant can be slow, especially in buildings with many small or unresponsive tenants, so loan documents often set a minimum percentage of leased square footage — by area or income — that must return signed estoppels before closing can occur.