What must a commercial estoppel certificate include?

A complete commercial estoppel certificate should confirm: lease commencement and expiration dates, current base rent amount, any rent abatement or concession in effect, whether any options to renew or expand have been exercised, the current status of CAM estimates and most recent reconciliation, whether any defaults or disputes exist, whether any modification or side agreements exist that alter the original lease terms, and whether any tenant improvement allowances remain unfunded. CAM-specific disclosures should include the current monthly estimate, the most recent reconciled year, any outstanding balance due or credit owed, and whether any CAM caps apply and where they currently stand.

How long does a tenant have to return an estoppel certificate?

Most commercial leases require the tenant to return a completed estoppel certificate within 10 to 30 days of the landlord's written request. The most common window is 10 business days. Some leases include a 'deemed approval' provision stating that if the tenant fails to return the certificate within the required period, they're deemed to have certified that all statements in the landlord's draft are accurate. This provision is enforceable in most jurisdictions. Property managers should track estoppel deadlines carefully and follow up before the deadline expires.

Who is liable if an estoppel certificate contains inaccurate CAM information?

Liability depends on who made the error and who relied on it. If the tenant certifies an inaccurate CAM figure in an estoppel that a buyer or lender relies on, the tenant may be estopped from asserting the true figure and could face damages from the buyer. If the landlord prepares a form with inaccurate information — say, showing a zero CAM reconciliation balance when one is outstanding — the landlord may face indemnification claims from the buyer post-closing. Both parties bear responsibility for accuracy: the landlord in preparing the form, the tenant in reviewing and correcting it before signing.

What is the difference between an estoppel certificate and an SNDA?

An estoppel certificate certifies the current status of the lease — what the lease says, what's been paid, whether defaults exist, and the status of CAM reconciliations. An SNDA (Subordination, Non-Disturbance, and Attornment Agreement) is a separate agreement that establishes the relationship between the tenant's lease and the landlord's mortgage or deed of trust. The SNDA subordinates the lease to the lender's lien (meaning the lender's interest comes first) but also binds the lender to non-disturbance (they won't terminate the lease if they foreclose, as long as the tenant isn't in default). Both are typically required by lenders in commercial refinancings.

Can a tenant modify or qualify an estoppel certificate before signing?

Yes, and sophisticated tenants routinely do. Common tenant modifications: adding a qualifier that the estoppel is made 'to the best of Tenant's knowledge' for representations about landlord defaults; noting that the CAM reconciliation for the most recent year is disputed; adding a statement that there are open audit rights that haven't been exercised; or correcting factual errors in the landlord's draft. Tenants generally cannot unreasonably withhold an estoppel — most leases impose an obligation to certify accurate facts — but they can add reasonable qualifications that reflect actual uncertainty or dispute.

Estoppel Certificate Guide for Property Managers: Disclosure, CAM, and Liability

By Angel Campa·Founder, CapVeriUpdated April 24, 2026

Quick Answer

An estoppel certificate is a binding document in which a commercial tenant certifies the current status of their lease. Property managers drafting estoppel requests need accurate CAM records — current estimates, most recent reconciliation outcomes, outstanding balances, and cap positions — before issuing requests under transaction pressure.

The Property Manager's Estoppel Certificate Checklist

Estoppel certificates are one of the few documents in commercial real estate where being wrong creates immediate, binding legal consequences. A routine lease administration oversight — an unreconciled balance from two years ago, an outdated CAM estimate still in the system — becomes a material misrepresentation when it lands in a signed estoppel certificate that a $40M acquisition closes on.

This guide covers what property managers need to know: what to disclose, how to draft accurate CAM statements, the timing mechanics, and the liability risks of getting it wrong.

What Triggers an Estoppel Request

Estoppel certificates are most commonly requested in three scenarios:

Property sale. The buyer wants tenant-certified confirmation of every lease's current status before closing. This is the most common trigger and usually the most time-pressured — estoppels are often due within 10–15 days of a purchase agreement being signed.

Refinancing. Lenders require estoppels to underwrite the property's income and confirm no undisclosed defaults or disputes exist that could affect cash flow.

Lease assumption or assignment. When a tenant assigns their lease, the new tenant or their lender may require an estoppel confirming the lease is in full force and effect without defaults.

In each scenario, the information in the estoppel is material. A buyer or lender relies on it. That reliance is what creates the estoppel — the legal prevention of the signing party from later contradicting their certified statements.

Preparing the CAM Disclosure: What to Pull Before You Draft

Before drafting an estoppel certificate form, pull these records for each tenant:

Current monthly CAM estimate. What is the tenant actually paying per month today? Not the original lease estimate, not last year's estimate — the current figure. If you adjusted estimates mid-year, the estoppel should reflect the updated amount with an effective date.

Most recent CAM reconciliation. Identify the year, the total operating expenses, the tenant's pro-rata share, the amount billed as estimates, and the reconciliation result. Was there a balance due or a credit? Has it been paid/applied? Document it with specificity: "The 2024 CAM reconciliation for the period January 1 through December 31, 2024 resulted in a balance due from Tenant of $6,840. Tenant paid this amount in full on April 2, 2025."

Years without completed reconciliations. If you haven't issued a 2023 or 2022 reconciliation, that outstanding balance needs to be disclosed or the year needs to be flagged as reconciliation pending. Failing to disclose a known but unreconciled period is the kind of omission that creates post-closing claims.

CAM cap status. If the tenant's lease contains a CAM cap, document where the cap stands. What is the base year for the cap calculation? What is the current year's applicable cap ceiling in $/SF? Has the cap been hit? If so, what controllable expenses were excluded as a result?

Outstanding disputes or audit requests. Has the tenant ever submitted an audit request? Is there any informal dispute or correspondence questioning specific CAM charges? Even an email from the tenant's CFO questioning the 2022 management fee needs to be disclosed if it hasn't been formally resolved.

Open audit windows. Many tenant audit rights provisions give tenants 12–24 months from receipt of a reconciliation to demand an audit. If the 2023 reconciliation was issued 14 months ago and the audit window is 18 months, that window is still open. A buyer needs to know this.

Drafting the CAM Section: Recommended Language

Vague CAM disclosures are more dangerous than precise ones. Here's what clear estoppel language looks like for key CAM items:

Current estimate:

"Tenant's current monthly operating expense estimate payment is $4,150, consisting of $2,880 in CAM operating expenses, $980 in real estate tax estimate, and $290 in insurance estimate. This estimate became effective February 1, 2025."

Most recent reconciliation:

"The most recent CAM reconciliation was for the calendar year 2024. The 2024 reconciliation resulted in a credit to Tenant of $1,420, which was applied to Tenant's April 2025 payment. No CAM reconciliation balance from any prior year remains unpaid by Tenant."

Pending reconciliation:

"The 2025 CAM reconciliation has not yet been completed. Tenant's current monthly estimate payments for 2025 reflect Landlord's good faith estimate of 2025 operating expenses. The 2025 reconciliation will be issued by March 31, 2026 pursuant to the Lease."

CAM cap:

"Tenant's Lease contains a 5% per year cumulative cap on controllable CAM expenses. For the 2025 lease year, the applicable controllable CAM ceiling is $3.82/SF. Controllable CAM charges for 2025 have not exceeded this ceiling as of the date of this Certificate."

No disputes:

"Tenant has not submitted any audit request under Section 7.4 of the Lease. Landlord is not aware of any pending dispute regarding CAM charges, operating expenses, or real estate taxes for any lease year."

Common Errors Property Managers Make

Using the wrong estimate. Pulling the original lease estimate instead of the current adjusted estimate. On a 3-year-old lease that's been adjusted twice, the original estimate might be $1,800/month when the current estimate is $2,340/month. That $540/month difference matters to a buyer modeling future cash flows.

Not disclosing open reconciliation years. Skipping the fact that the 2022 or 2023 reconciliation hasn't been issued yet. If there's money owed — either to the tenant as a credit or from the tenant as a balance — the buyer is inheriting that obligation. Disclose it.

Calling a disputed balance "paid in full." If a tenant paid under protest or the landlord accepted a partial payment, describing the reconciliation as "paid in full" misrepresents the status. Use accurate language: "Tenant has paid the stated amount and asserts no further obligation; Landlord does not concede the dispute."

Conflating controllable and total CAM in cap disclosure. The cap applies to controllable expenses, not total operating expenses. If you describe the cap as applying to "CAM charges" without specifying it's limited to controllable items, you've created an ambiguity that tenants can exploit.

Missing the audit window. Failing to disclose that an audit window is still open on a completed reconciliation. A buyer who later receives an audit demand from a tenant — exercised within the window that wasn't disclosed — has a claim that the seller misrepresented the lease status.

The Tenant Review Process

Most sophisticated tenants — those represented by real estate counsel or in-house real estate departments — will not return a landlord's draft estoppel without reviewing it against their own lease file. Property managers should expect pushback on:

Estimated CAM figures. Tenants sometimes have different records of what they're paying, particularly if they've tracked adjustments independently. Reconcile before the estoppel request goes out.

Reconciliation history. Tenants keep reconciliation statements. If yours shows a different number than what they have in their files, someone has an error. Resolve it before the certificate is signed.

Pending disputes. A tenant who has unresolved questions about a line item will note it in the estoppel. Anticipate this by reaching out to any tenants with known billing questions before the formal estoppel request goes out.

CAM cap calculations. Tenants with sophisticated lease administration compare their own cap calculations to the landlord's disclosure. Discrepancies create delays.

Estoppel Certificate vs. SNDA: The Transaction Pairing

Estoppels and SNDAs are typically delivered together in a financing or sale context. See our full guide on estoppel certificates for commercial leases for how these documents interact, and our annotated estoppel sample for worked examples of CAM disclosure language.

For tenants negotiating estoppel obligations and related CAM clauses at lease signing, our CAM lease clause negotiation guide covers the key provisions.

Staying Estoppel-Ready Year-Round

The cleanest way to manage estoppel requests is to run your CAM operations as if an estoppel request could arrive any day. That means:

Annual reconciliations issued within 90 days of year-end, every year
CAM estimate adjustments documented with effective dates
Outstanding reconciliation balances tracked by tenant and year
Audit requests logged and tracked through resolution
CAM cap calculations maintained in the lease file, updated annually

Properties that run reconciliations on CapVeri's automated platform can generate tenant-level CAM summaries on demand — current estimate, reconciliation history, cap position, open periods — in minutes. That's exactly what you need when an estoppel request arrives with a 10-business-day deadline. Start a free trial to see how it works with your GL exports.

For related reading, see our guides on what is CAM reconciliation, controllable vs. non-controllable expenses, and NNN lease CAM reconciliation.