Commercial Real Estate FAQs

An estoppel certificate is a legally binding document in which a party—most commonly a tenant in a commercial lease—confirms the accuracy of specific details related to their lease agreement. This certification includes essential facts such as the amount of rent, the lease term, the existence (or absence) of defaults by either party, and any special arrangements or amendments that may have been made. The purpose of the estoppel certificate is to provide assurance and transparency to third parties—usually prospective buyers or lenders—who are considering purchasing or financing a property. By obtaining this certificate, these parties can verify that the lease is in good standing and that there are no hidden issues that could affect the property’s value or ongoing income stream. It protects the interests of all parties involved by preventing the tenant from later contradicting the certified statements. Estoppel certificates play a critical role in due diligence processes for commercial real estate transactions, helping ensure that the financial and legal conditions of tenant leases are clearly understood and reliable.

An SNDA, or Subordination, Non-Disturbance, and Attornment Agreement, plays a crucial role in commercial real estate transactions by defining the relationship between a tenant, the property’s landlord, and the landlord’s lender. It serves as a protective legal instrument that balances the interests of both tenants and lenders in the event of a landlord's default or foreclosure. Through this agreement, all parties can gain clarity and security in their respective positions related to the leased property.

The subordination clause in an SNDA ensures that the tenant’s leasehold interest is subordinate to the lender’s mortgage. In simple terms, if the landlord has used the property as collateral for a loan, the lender’s lien on the property will take priority over the tenant’s lease. This provision allows the lender to enforce its rights in a foreclosure without being encumbered by a tenant’s lease that would otherwise hold priority.

The non-disturbance provision is particularly beneficial for the tenant. It assures that if the landlord defaults on the mortgage and the lender forecloses on the property, the tenant’s lease will not be terminated. As long as the tenant is in compliance with the lease terms, they can continue to occupy the space under the same conditions, even if ownership of the property changes. This provides stability and continuity for the tenant’s business operations.
Attornment is the third component of an SNDA and refers to the tenant’s agreement to recognize the lender—or any new owner who acquires the property through foreclosure—as their new landlord. In doing so, the tenant commits to continue fulfilling their lease obligations, including paying rent, to the new property owner. This provision allows the lender to step into the landlord's role and preserve the income stream generated by the lease.

In summary, an SNDA helps to harmonize the interests of tenants, landlords, and lenders. It ensures that lenders can enforce their mortgage rights without interference from lease agreements, while at the same time, tenants are protected from eviction solely due to a foreclosure. For tenants, this agreement provides reassurance that their lease will remain valid and uninterrupted. For lenders, it secures their ability to assert priority and maintain rental income in case of default. As such, SNDAs are essential components of commercial leases where mortgage financing is involved, and they offer a well-balanced solution for preserving financial and operational continuity.

Seller financing—where the seller of a property also acts as the lender to the buyer—can be a valuable tool for facilitating transactions, especially when traditional financing is difficult to obtain. However, it requires thoughtful structuring, careful risk assessment, and a strong understanding of the legal and financial implications for both parties. When lending funds through seller financing, sellers must weigh the potential benefits against the risks while maintaining a disciplined approach to lending.

A critical first step is conducting thorough due diligence on the buyer. The seller should assess the buyer’s financial capacity, credit history, employment status, and overall ability to repay the loan. This evaluation will inform whether the buyer is a suitable candidate for seller financing and will help the seller determine the appropriate level of risk.

Establishing a fair and competitive interest rate is also essential. The rate should reflect both current market conditions and the level of risk involved in financing the buyer directly. For higher-risk buyers, a slightly elevated rate may be justified, but it must remain within legal limits and be reasonable enough to ensure affordability and timely repayment.

Structuring the loan terms effectively is another cornerstone of a successful seller financing arrangement. This includes setting a realistic repayment schedule, requiring an adequate down payment, and potentially incorporating a balloon payment—a large final payment due at the end of the loan term. These elements should be customized based on the property value, the buyer’s financial profile, and the seller’s long-term goals.
Legal and regulatory compliance is paramount. The seller must ensure the transaction adheres to federal, state, and local lending laws, including disclosure requirements and usury limits. Proper documentation—such as a promissory note, deed of trust, or mortgage—is essential to protect both parties’ interests and provide recourse in the event of default.

An effective seller financing deal must also include a risk assessment strategy. Sellers need to understand the possibility of buyer default or late payments, and be prepared for potential foreclosure proceedings. In the worst-case scenario, the seller may have to reassume ownership of the property, which could involve additional costs and operational headaches.

To streamline the transaction and ensure security for both parties, sellers may benefit from engaging a third-party escrow or title company. These professionals can manage the distribution of funds, maintain records, and ensure that all legal requirements are met.

Maintaining open communication throughout the process is also vital. A transparent relationship between seller and buyer can prevent misunderstandings and build trust. Flexibility can further enhance this relationship; sellers who are willing to consider adjustments to payment schedules or early payoff options may increase the chances of a successful and mutually beneficial financing arrangement.

In summary, seller financing offers unique advantages, such as faster closings and potential investment returns, but also involves significant responsibilities. By approaching the process with diligence, legal care, and strategic planning, sellers can mitigate risks while creating favorable outcomes for both parties involved.

To protect against fraud involving criminals impersonating property owners and unlawfully attempting to sell real estate, property owners must take proactive steps to safeguard their assets. Criminals engaged in seller impersonation fraud often use forged identification and falsified documents to convince real estate professionals and buyers of their legitimacy. Preventing such fraud requires a combination of vigilance, verification, legal safeguards, and monitoring tools.

Title Monitoring and Title Insurance

​One of the most effective ways to protect property ownership is by using title monitoring services. These services notify property owners if a document is recorded against their title, enabling them to respond quickly to unauthorized activity. Many county recorder’s offices now offer free or low-cost alert services, while private services can offer more robust monitoring capabilities. In addition, title insurance is a critical tool for protecting against loss arising from fraudulent property transfers. Most title policies, particularly the ALTA Homeowner’s Policy, include provisions that protect against forgery, impersonation, and undisclosed heirs.

Identity Verification and Documentation

In cases of suspicious activity or proposed transactions, it is important to verify the identity of individuals claiming ownership. Always ask to see a clear, color copy of the individual’s government-issued ID, and be wary of documents that appear doctored or inconsistent. Requesting supporting documentation, such as a copy of the original deed, prior closing documents, or the most recent property tax receipt, can further help verify ownership. If there is any doubt, contacting the true property owner directly—if known or accessible—can help confirm whether they are aware of or involved in any proposed sale.

Law Enforcement and Fraud Reporting

If there is any suspicion of fraud, property owners should act quickly. Local law enforcement should be contacted immediately to file a formal report. In addition, national agencies such as the Federal Trade Commission (FTC) through IdentityTheft.gov and the Federal Bureau of Investigation (FBI) through the Internet Crime Complaint Center (IC3) should be notified. If the owner holds a title insurance policy, contacting the insurance provider promptly may help determine whether the incident is covered under the policy and what steps should be taken next.

Staying Informed and Practicing Vigilance

Remaining informed about common real estate scams—including seller impersonation schemes—is essential. Property owners should regularly review their credit reports for unusual activity, especially if personal information has been compromised. It’s also wise to protect sensitive data, such as Social Security numbers and banking details, to avoid identity theft that could be used to execute fraudulent transactions. Regularly checking mail can alert property owners to unauthorized notices, such as delinquent tax bills or title transfer documentation. For an added layer of security, consider managing property tax payments through an escrow account, which ensures timely payment and may flag unauthorized account changes.

In summary, protecting real estate from fraud requires a multifaceted approach that includes legal tools like title insurance, proactive verification steps, law enforcement engagement, and ongoing vigilance. By implementing these strategies, property owners can significantly reduce their vulnerability to scams and preserve the integrity of their property rights.

In Georgia commercial real estate transactions, sellers are typically responsible for certain closing costs, particularly those related to ensuring a smooth and legally sound transfer of property. Two key expenses that generally fall under the seller's obligations are escrow agent fees and curative title work. These responsibilities are aimed at protecting the buyer’s interests and facilitating a seamless closing process, although the specific cost allocations can be negotiated between the parties.

Escrow Agent Fees

An escrow agent acts as a neutral third party in the transaction, overseeing the secure transfer of funds and documents. Their role includes holding the buyer’s earnest money deposit, managing disbursements at closing, and ensuring that all contractual conditions are satisfied before the transaction is finalized. In Georgia, it is customary for the seller to pay the escrow agent’s fees, especially in commercial deals, since the seller is typically the party initiating the closing arrangements and retaining the closing attorney or title company to conduct the process.

Curative Title Work

Another important responsibility for the seller is addressing title defects, which may include unpaid liens, judgments, easement discrepancies, unrecorded deeds, or inaccurate property descriptions. To deliver a clear and marketable title to the buyer, the seller is usually obligated to resolve these issues before closing. The costs associated with correcting title defects—collectively known as curative title work—are generally borne by the seller. These costs can involve legal fees, recording fees, and the expense of securing necessary documentation to clear up the title.

Additional Seller Closing Costs

Beyond escrow and title responsibilities, sellers in Georgia often cover several other closing costs, such as:  

• Real estate commissions, which can be a significant percentage of the sale price and are usually split between the listing and buyer’s agents.
• Transfer taxes and recording fees, which are required for legally documenting the transfer of ownership.
• Prorated property taxes, which are apportioned based on the closing date so each party pays their fair share for the year.
• Incentives to buyers, such as covering appraisal fees, legal fees, or providing a home warranty in some cases to facilitate negotiation and attract offers.

Negotiation Flexibility

While these costs are typically associated with the seller, it’s important to note that closing cost responsibilities are negotiable and should be clearly detailed in the purchase and sale agreement. Depending on the market conditions, the buyer's leverage, and the specifics of the transaction, certain costs can be shifted or shared between the parties. This is why careful review and negotiation of the contract terms—preferably with guidance from experienced real estate attorneys—is essential.

In Georgia commercial real estate transactions, earnest money serves as a good faith deposit from the buyer to demonstrate a serious commitment to purchasing the property. The typical amount ranges between 1% and 3% of the purchase price, although this can vary depending on several factors, including market conditions and the expectations of the seller. This deposit is generally held in escrow and later applied toward the purchase price at closing.

In a competitive or seller’s market, where demand is high and properties receive multiple offers, sellers may require a higher earnest money deposit—sometimes up to 5% or even 10%—as a way to ensure only committed buyers proceed. A larger deposit gives the seller more confidence that the buyer is serious and capable of closing the deal. On the other hand, in a slower market, the deposit may be on the lower end of the typical range, as sellers may be more flexible in attracting buyers.

The amount of earnest money is negotiable and should be agreed upon by both parties in the purchase and sale agreement. Although the seller has significant influence in setting the expected amount, the final figure is subject to mutual agreement. It's essential for both buyers and sellers to consider their risk tolerance, negotiating leverage, and the property’s appeal when determining the appropriate deposit.

Additionally, local customs and industry practices can also influence the expected amount of earnest money. In some regions within Georgia, real estate professionals and legal advisors may follow informal standards based on prior transactions, which can help guide negotiations. Regardless of the amount, the earnest money should be clearly documented in the contract, along with the conditions under which it becomes refundable or forfeited. This ensures transparency and protects the interests of both parties throughout the transaction.

TICAM is an acronym that stands for Taxes, Insurance, and Common Area Maintenance. It refers to the additional expenses that tenants are often required to pay on top of their base rent in certain types of commercial leases. These costs are typically associated with operating and maintaining the property and are most commonly found in net leases, especially in triple net (NNN) leases. In a TICAM structure, the tenant agrees to pay:
a.    Taxes: Their proportionate share of property taxes assessed on the building or complex.
b.    Insurance: A share of the property insurance premiums that the landlord carries to protect the asset.
c.    Common Area Maintenance (CAM): Costs related to the upkeep and repair of shared spaces, such as lobbies, hallways, elevators, parking lots, landscaping, and building security.

​​​​​The term "TICAM" is used in some lease documents to collectively describe these operating expenses. However, different landlords or regions may refer to these charges differently. In many leases, TICAM might instead be labeled as “Additional Rent” or “Operating Expenses”, but the concept remains largely the same.

TICAM charges are significant in determining the total cost of occupancy for tenants, as they can fluctuate based on actual expenses incurred by the landlord. Therefore, it's important for tenants to thoroughly understand how TICAM is calculated, whether it’s based on estimates or actual costs, and how it is reconciled annually.

A Phase I Environmental Site Assessment (ESA) is a comprehensive, non-intrusive evaluation conducted to identify potential or existing environmental contamination liabilities associated with a parcel of real estate. It primarily focuses on the current and historical uses of the property, as well as nearby properties, to assess whether there are any recognized environmental conditions (RECs) that could pose a risk to human health, the environment, or the value of the property.

This assessment involves several key components:
a.    Review of Historical Records: This includes examination of old maps, aerial photographs, building permits, and land use records to trace the property's usage over time.
b.    Regulatory Database Review: Researchers consult federal, state, and local environmental databases to check for any past or present contamination concerns or regulatory violations.
c.    Site Inspection: An on-site visual inspection is conducted to look for signs of environmental hazards such as stained soils, leaking containers, abandoned underground storage tanks, or unusual odors.
d.    Interviews and Documentation Review: Investigators may speak with current or former property owners, occupants, and local government officials to gather further information and insight.
A Phase I ESA does not include physical sampling or testing, such as soil or groundwater analysis—that would occur in a Phase II ESA if potential contamination is suspected.

Phase I ESAs are a standard part of the due diligence process in real estate transactions, especially for commercial and industrial properties. They are strongly recommended prior to purchasing or financing a property, and in most cases, lenders and investors require them as a condition for funding.

In addition to assessing risk, a properly conducted Phase I ESA also provides legal protection under the "All Appropriate Inquiry" (AAI) rule, which is part of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). This can help shield property buyers or lenders from liability for pre-existing contamination they did not cause.

When you sign a personal guarantee, you are legally committing yourself to be responsible for the debts, obligations, and liabilities of another party—most commonly a business entity such as a corporation or limited liability company (LLC) in which you have ownership or membership.

In essence, a personal guarantee overrides the limited liability protections that are normally granted when forming a separate legal entity like an LLC or corporation. One of the key benefits of these business structures is that they shield your personal assets (such as your home, savings, or personal income) from the company's financial obligations. However, by signing a guarantee, you effectively waive that protection, making your personal assets available to satisfy the company’s debts if it fails to meet its obligations.

Lenders, landlords, or suppliers often require personal guarantees—particularly from small business owners—when extending credit, approving leases, or entering into significant contracts. This gives the other party greater assurance that they will be repaid, even if the business itself is unable to fulfill its obligations.

It is important to understand that:

• Your liability is direct and enforceable: If the business defaults, the creditor can pursue you personally without first exhausting remedies against the business.
• It can affect your personal credit: Any defaults may be reported to credit bureaus and impact your ability to obtain personal financing.
• There is often no limit to your liability: Unless specifically negotiated, personal guarantees are typically "unlimited," meaning you may be responsible for the entire debt, including interest, penalties, and legal fees.

Given the significant personal financial risk involved, it is strongly recommended to review any guarantee carefully and consult with legal counsel before signing.

If you’re planning to purchase real estate—especially for investment or business purposes—it is often advisable to acquire the property through a legal entity, such as a corporation or a limited liability company (LLC), rather than in your personal name.

While every situation is unique, and you should consult a qualified attorney or tax professional to determine which structure is most appropriate for your goals, there are several compelling reasons to consider using an entity to hold title to the property.

Key Benefits of Using an LLC or Corporation for Real Estate Ownership:

•  Personal Liability Protection: One of the primary advantages of forming an LLC or corporation is the ability to shield your personal assets from liabilities associated with the property. If legal claims arise—such as a tenant injury, contract dispute, or loan default—your personal wealth is generally protected from seizure or exposure, assuming the entity is properly managed.
• Tax Flexibility and Potential Savings: Certain business entities offer more favorable tax treatment than personal ownership. For example, LLCs provide pass-through taxation, meaning income and losses can be reported directly on the owner’s personal tax return, potentially avoiding double taxation. In some cases, strategic entity structuring may also enable deductions and tax planning benefits that aren’t available to individual owners.
• Improved Access to Financing: Lenders often view entity-owned properties more favorably in commercial real estate transactions. Using a corporate structure may help you qualify for business loans or investment-specific financing options, and can also facilitate more sophisticated borrowing arrangements such as joint ventures or syndications.
• Simplified Partnership and Ownership Management: If you plan to invest with partners, using an entity makes it easier to define each party’s ownership interest, rights, responsibilities, and share of profits or losses through an operating agreement or shareholders' agreement. This helps avoid misunderstandings and legal complications down the road.
• Professional Image and Credibility: Holding property through a formal legal entity may enhance your reputation with investors, tenants, and financial institutions, signaling a more structured and credible investment approach.

Choosing the Right Entity:

The decision between forming an LLC, S corporation, C corporation, or other business structure should be based on several factors, including your investment strategy, tax preferences, financing goals, and risk tolerance. Each entity type carries its own legal, tax, and administrative implications.

That’s why it is essential to consult with an attorney and tax advisor before forming an entity, to ensure your structure aligns with your broader financial and legal objectives.

If you're involved in the sale of commercial real estate, you may have heard the term "1031 exchange." This refers to a tax-deferral strategy authorized under Section 1031 of the Internal Revenue Code (IRC). A properly structured 1031 exchange allows a seller of investment or business-use property to defer capital gains taxes that would ordinarily be due upon the sale of the property.

What Is a 1031 Exchange?

A 1031 exchange—also known as a "like-kind exchange"—permits a property owner to sell a commercial or investment property and reinvest the sale proceeds into a new, similar ("like-kind") property, without immediately recognizing the capital gain for tax purposes. This means the seller can postpone paying capital gains taxes, which could otherwise significantly reduce the net proceeds available for reinvestment.

Key Benefits for Commercial Real Estate Sellers:

• Capital Gains Tax Deferral: The primary advantage is the ability to defer federal (and possibly state) capital gains taxes. This can amount to a substantial savings, freeing up more capital for reinvestment.
• Increased Purchasing Power: By deferring taxes, the seller can reinvest the entire gross proceeds—not just the after-tax amount—into a new property, often allowing for the purchase of a larger or more profitable asset.
• Portfolio Growth and Diversification: 1031 exchanges offer the flexibility to reposition or diversify a real estate portfolio by moving into different geographic markets or property types, as long as the new property qualifies as “like-kind.”
• Potential for Increased Cash Flow: Exchanging into a more income-generating property—such as moving from raw land to a fully leased commercial building—can enhance long-term cash flow and return on investment.
• Estate Planning and Wealth Transfer: If the replacement property is held until death, the owner’s heirs may receive a step-up in basis, potentially eliminating the deferred gain altogether. This makes the 1031 exchange a powerful estate planning tool.

Requirements and Legal Considerations:

While the benefits can be significant, it's critical to understand that a 1031 exchange must meet strict legal and procedural requirements to qualify for tax deferral:

• Only “Like-Kind” Properties Qualify: Both the relinquished (sold) property and the replacement (purchased) property must be held for investment or business purposes, not for personal use.
• Strict Timelines: After the sale of the relinquished property, the seller must identify potential replacement properties within 45 days and complete the acquisition of one or more of them within 180 days.
• Use of a Qualified Intermediary (QI): The seller cannot take possession of the sale proceeds at any time. A QI must hold and transfer the funds to ensure compliance with IRS rules.
• Proper Documentation and Reporting: All transactions must be thoroughly documented, and the exchange must be reported to the IRS using Form 8824.

Professional Guidance Is Essential Because of the complexity and legal precision required, anyone considering a 1031 exchange should consult with qualified legal, tax, and real estate professionals. Failing to follow the detailed rules can disqualify the exchange and trigger immediate tax liabilities.

When purchasing commercial real estate, it is strongly recommended—and often crucial—that buyers engage a licensed land surveyor to prepare an up-to-date and accurate survey of the property. A survey is far more than a routine formality; it is a critical due diligence tool that provides a detailed depiction of the property's boundaries, structures, easements, and other physical and legal features that affect how the land can be used.

What a Survey Entails:

A professional surveyor will conduct a site visit to assess the property’s physical characteristics and determine its precise boundaries. This process includes gathering data such as:

• The location, size, and configuration of buildings and other structures.
• Driveways, fences, and parking areas.
• Utility and access easements, rights-of-way, and conservation restrictions.
• Building setback lines and zoning compliance markers.

All this information is compiled into a signed and sealed drawing—the survey—that serves as a visual and legal record of the property's layout and limitations. This document can then be referenced during the transaction and retained for future development or dispute resolution.

Common Misconceptions About Surveys

Many buyers mistakenly perceive surveys as an unnecessary cost, particularly if not mandated by their lender. While lenders may not always require a survey—especially if they can secure a “no survey survey endorsement” on the title insurance policy—that endorsement only protects the lender’s interests. It does not extend the same level of coverage or assurance to the buyer. As a result, relying solely on lender requirements may leave a property purchaser exposed to serious title or boundary issues that only a survey would have revealed.

Types of Surveys and Their Uses

Large-scale commercial buyers—such as national retailers or institutional investors—often request detailed ALTA/NSPS Land Title Surveys (formerly ALTA/ACSM). These surveys meet rigorous standards and depict virtually every aspect of the real estate in minute detail. However, ALTA surveys are expensive and time-consuming, and may not be necessary for all buyers.

For most commercial buyers, a customized boundary survey with key components will provide sufficient protection and clarity. At a minimum, any survey should include:

• A complete metes and bounds description of the property’s perimeter, with references to any filed or recorded subdivision maps available at the county recorder’s office.
• Plotting of all exceptions listed in the buyer’s title insurance commitment, including easements (access, utility, conservation), setback lines, and rights-of-way.
• The precise location and size of all existing buildings, structures, fences, and improvements, both on the property and within five feet of its boundaries from neighboring parcels.

Why Skipping a Survey Can Be Risky:  

Failing to obtain a survey—or failing to ensure that the title company incorporates the survey into the owner's title insurance policy by removing the standard survey exception—can lead to significant legal and financial consequences. Without a proper survey, buyers may remain unaware of serious title issues such as:

• Encroachments: A structure on the subject property may cross a boundary line or vice versa, leading to disputes with neighbors or forced modifications.
• Access Issues: The survey might reveal that legal access to the property crosses another parcel, requiring an easement or legal agreement.
• Easements and Restrictions: Undisclosed conservation easements, utility easements, or deed restrictions could limit development rights or property usage.

These issues—often referred to as "clouds on title"—can result in litigation, development delays, devaluation of the property, or even the loss of resale opportunities.

An accurate and up-to-date survey is not just a technical document—it is a fundamental part of protecting your investment. Whether you are purchasing a small retail space or a multi-acre development site, obtaining a proper land survey and integrating it with your title insurance gives you the knowledge and legal security needed to proceed with confidence.

No, title insurance does not guarantee a "perfect title." Rather, it provides assurance of good and marketable title to the insured party, subject to the terms, conditions, and exceptions outlined in the policy. Like all forms of insurance, title insurance is a risk mitigation tool, not an absolute guarantee.

What Title Insurance Actually Covers:  

Title insurance protects buyers and lenders against certain known and unknown title defects that could affect ownership or the enforceability of a mortgage. These may include issues such as:

• Errors or omissions in public records
• Undisclosed heirs or missing signatures
• Forgery or fraud
• Outstanding liens or unpaid taxes

However, this protection is limited by the terms of the specific policy issued, and by the exceptions and exclusions listed within the preliminary title commitment—a document issued prior to closing that outlines what the title company will and will not insure.

Understanding Exceptions and Exclusions:

A critical component of the title commitment is Schedule B, which lists specific exceptions to coverage. These are existing conditions that the title company has identified but will not insure against. Items listed in Exhibit B or Schedule B of the title commitment often include:  

• Recorded easements (for access, utilities, etc.)
• Restrictive covenants and deed restrictions
• Boundary disputes or unresolved surveys
• Oil, gas, or mineral rights
• Existing leases (e.g., agricultural or mineral)

The purpose of Schedule B is to shift the risk of these issues to the buyer, who should evaluate these exceptions carefully and consult legal counsel if necessary. Buyers may choose to address certain exceptions through negotiation, curative action, or by obtaining special endorsements to expand coverage.

Limitations of Standard Policies:

One standard exception commonly found in title insurance policies is that coverage applies only to defects recorded in public records. That means unless the buyer requests and pays for survey coverage or an endorsement, the title company is not liable for defects that could have been discovered through a physical inspection or boundary survey—such as encroachments or unrecorded easements.

Different Types of Title Insurance Policies:  

There are various title insurance products tailored to the needs of different parties in a real estate transaction:

• Standard Owner’s Policy: Typically purchased by the buyer (though in some markets the seller may pay for it), this insures that the seller has conveyed title as promised, subject to exceptions in the title commitment.
• Enhanced Owner’s Policy: Offers broader protection, including coverage against additional risks such as certain zoning violations, encroachments, or post-policy forgery.
• Lender’s Policy: Almost always required by lenders when financing is involved. This policy protects the lender’s security interest in the property and ensures the validity and enforceability of the mortgage lien.

Buyers seeking greater protection may consider upgrading their owner’s policy or purchasing endorsements that address specific risks relevant to the property or transaction.

While title insurance is an essential tool for mitigating risk in real estate transactions, it should not be mistaken for a blanket guarantee of a flawless title. Buyers should review the title commitment carefully, understand what is and isn’t covered, and work with their real estate attorney or title agent to address any concerns before closing.

In commercial real estate, due diligence refers to the comprehensive investigation, analysis, and verification process that a buyer undertakes before finalizing a property transaction. It is the buyer's responsibility to thoroughly evaluate all aspects of the property and the deal to ensure that the investment is sound, the property meets their needs, and there are no hidden liabilities or risks.
Unlike residential real estate transactions—where consumer protection laws offer buyers certain safeguards—commercial real estate is governed by the principle of “buyer beware.” The law presumes that commercial buyers are more sophisticated and will act with appropriate care and scrutiny. As a result, courts and regulators generally expect that buyers will conduct independent, proactive due diligence before entering into a legally binding agreement.

Why Due Diligence Matters

Performing due diligence protects buyers from unexpected surprises after closing, such as:

• Structural or environmental defects
• Legal title issues
• Unfavorable lease terms or tenant disputes
• Zoning or land-use restrictions
• Undisclosed financial liabilities or encumbrances

By identifying these issues in advance, the buyer can renegotiate the deal, walk away, or take corrective steps before becoming legally and financially committed to the property.

What Due Diligence Involves:  

A comprehensive due diligence process typically includes the following elements:

• Financial Review: 
  • Examining operating income and expenses, rent rolls, profit and loss statements, and service contracts
  • Reviewing tax records and utility bills
  • Confirming loan obligations or special assessments
• Legal Due Diligence
  • Title review: Ensuring clear ownership, identifying liens or encumbrances
  • Survey and zoning analysis: Verifying property boundaries and permitted uses
  • Reviewing existing leases, tenant estoppel certificates, and any litigation history
• Physical Inspection
  • Hiring engineers or inspectors to evaluate building condition, structural integrity, and environmental concerns
  • Reviewing the condition of HVAC systems, roofing, plumbing, and electrical systems
• Regulatory Compliance
  •  Confirming that the property complies with zoning laws, building codes, ADA requirements, and environmental regulations
  • Investigating any potential violations or pending enforcement actions
• Market and Location Analysis
  • Assessing the property's location, demographics, traffic patterns, and surrounding development    Evaluating potential for future appreciation or risks

Due diligence is a critical phase of any commercial real estate transaction, serving as both a shield and a compass. It shields the buyer from risk by uncovering potential problems, and it serves as a compass by guiding the buyer toward informed, strategic decision-making.

Skipping or minimizing due diligence can lead to serious legal, financial, and operational consequences. As such, commercial real estate buyers are strongly advised to work closely with a team of professionals—attorneys, brokers, surveyors, engineers, and accountants—to carry out a thorough investigation before proceeding to closing.

There is no universal or fixed price for legal services in commercial real estate transactions because each deal presents a unique set of variables. The cost of hiring an attorney is influenced by a combination of factors, including the complexity of the transaction, the client’s needs, the size and type of the property, and the time and expertise required to handle the matter effectively. Below is a closer look at the primary reasons legal fees can differ from one commercial transaction to another:

• Unique Characteristics of Each Transaction:  No two commercial real estate deals are exactly alike.
  • The type of property—whether office, industrial, retail, mixed-use, or multifamily—can significantly affect the scope of legal work. Similarly, the purpose of the transaction plays a major role.
  • Legal fees will differ depending on whether the attorney is handling a purchase, sale, lease negotiation, financing arrangement, joint venture, or development agreement. 
  • Larger properties or those with multiple tenants or cross-easements often require more in-depth legal review and documentation. 
  • Special-use properties (e.g., medical facilities, manufacturing plants) often involve unique regulatory and compliance issues, which add layers to the legal review process.
  • Properties with title issues or newly created parcels of property take more intensive legal work.
• Complexity of the Deal: More complex transactions naturally require more legal effort and, therefore, incur higher fees. Examples of complexity include:
  • Structuring multi-party transactions or entities with layered ownership
  • Negotiating customized lease or purchase agreements
  • Performing extensive due diligence, including title reviews, zoning compliance, environmental evaluations, and survey analyses
  • Handling cross-border transactions or projects involving local, state, and federal regulatory hurdles

The more moving parts involved, the more time an attorney must dedicate to analyzing risks, protecting the client’s interests, and drafting or negotiating documents.

• The Client’s Specific Needs and Objectives: The level of legal involvement is often dictated by the client’s individual requirements. Some clients may only need basic contract review, while others may request:
  • Detailed guidance throughout the entire transaction
  • Coordination with lenders, brokers, engineers, or surveyors
  • Custom drafting of agreements or escrow arrangements
  • Help structuring complex financing or ownership structures

The more tailored the services, the more attorney time is required—and this directly influences cost.

• Attorney’s Experience, Specialization, and Billing Practices:  Legal fees also depend on our attorney’s:
  • Hourly rate (which varies by region, firm size, and experience level)
  • Specialization in commercial real estate law
  • Reputation and professional standing
     
• Newly developed retail or residential properties that go beyond standard commercial real estate transactions. These projects often involve multiple parties, governmental approvals, and long-term planning considerations. As a result, they require a broader and more specialized set of legal services. Additional Legal Services Typically Required for Newly Developed Retail or Subdivision Property include:    
  • Land Use, Zoning, and Entitlement Approvals
    • Zoning analysis and confirmation to ensure the property’s intended use is legally permitted.
    • Rezoning applications, variances, or special use permits, if the existing zoning is incompatible.
    • Site plan approval, subdivision plats, and development agreements with local municipalities.
    • Representation at public hearings before planning commissions, zoning boards, or city councils.
  • Subdivision Planning and Platting
    • Drafting and reviewing subdivision plats for compliance with local regulations.
    • Addressing utility planning, public access, stormwater management, and easements.
    • Legal coordination of the subdivision of land into individual lots or parcels, with appropriate title and legal descriptions.
  • Covenants, Conditions, and Restrictions (CC&Rs)
    • Drafting recorded covenants and restrictions that govern how lots or retail parcels may be used.
    • Establishing design guidelines, signage controls, and operational rules for consistency across the development.
    • Creating or modifying reciprocal easement agreements (REAs) for shared access, parking, and maintenance.
  • Development Agreements and Incentives
    • Negotiating development agreements with municipalities that may include infrastructure contributions, timelines, and performance guarantees.
    • Advising on tax increment financing (TIF), community improvement districts (CIDs), or other economic development incentives.
  •   Construction and Contractor Agreements
    • Drafting or reviewing construction contracts, architect agreements, and contractor liability provisions.
    • Ensuring appropriate risk allocation, indemnification, bonding, and insurance coverage.
  • Environmental and Utility Compliance
    • Conducting environmental due diligence (e.g., Phase I or Phase II Environmental Site Assessments).
    • Securing utility easements, stormwater discharge permits, and compliance with environmental impact assessments if required.
  • Commercial Leasing Preparation
    • Drafting template lease agreements for future retail tenants.
    • Negotiating anchor tenant or build-to-suit leases that align with the development’s business model.
    • Addressing tenant improvement allowances, exclusivity provisions, and co-tenancy clauses.
  • Entity Structuring and Ownership Strategy
    • Advising on LLC or partnership formation, particularly for multi-phase developments or joint ventures.
    • Structuring ownership for liability protection and tax efficiency, including tiered entities or land trusts.

Legal fees in commercial real estate are best understood as transaction-specific investments rather than fixed costs. By tailoring legal support to the demands of the deal and the client’s objectives, attorneys provide vital protection that can prevent costly mistakes down the line. For the most accurate understanding of legal costs, clients should discuss scope, complexity, and billing structure upfront with their legal counsel.

Whether a landlord is required to cover the cost of tenant improvements (TIs)—modifications or build-outs made to a leased space to suit a tenant’s needs—depends primarily on the terms of the lease agreement. These responsibilities are typically negotiated as part of the leasing process and should be clearly outlined in the final lease document.
Tenant improvements refer to any alterations or additions a tenant makes to the interior of a leased commercial space. This can include:

• Interior walls and partitions
• Flooring, lighting, and ceiling tiles
• Electrical and plumbing modifications
• Installation of special equipment or office build-outs

These improvements are often essential for the tenant to operate their business effectively within the leased premises.

Who Pays for Tenant Improvements?​​​​​​

The responsibility for paying for tenant improvements varies widely and typically falls into one of the following scenarios:

• Landlord-Funded Improvements (Tenant Improvement Allowance or “TI Allowance”):  In many commercial leases, the landlord agrees to contribute a fixed amount—usually expressed as a per square foot allowance—toward the cost of tenant improvements. This is known as a Tenant Improvement Allowance (TIA). For example, the lease may state that the landlord will provide $30 per square foot for build-out costs. If the total cost of improvements exceeds the allowance, the tenant is responsible for the difference. If the costs are less than the allowance, the lease may limit the tenant’s ability to use the remaining balance for other purposes unless otherwise negotiated.
• Tenant-Funded Improvements: In some leases—particularly when the space is leased “as-is”—the tenant assumes full responsibility for all improvements and associated costs. This is more common in competitive markets or when the tenant has specific or customized build-out needs.
• Turnkey Build-Out: Occasionally a lease may include a “turnkey” agreement, where the landlord agrees to deliver the space fully built out to the tenant’s specifications, at the landlord’s cost. This is often negotiated when the tenant has strong bargaining power or is committing to a long-term lease.

How the Property’s Current Condition Affects Responsibility:

The existing condition of the space at the time of leasing—whether it is in “shell” condition, partially finished, or previously occupied—can greatly influence TI responsibility:

•  If the property is in shell condition, meaning it has no interior finishes or improvements, landlords are often expected to contribute significantly to make the space usable.
• If the space is second-generation, meaning it was previously built out for another tenant, the landlord may offer a smaller TI allowance, or none at all, depending on how much modification is required.

The ultimate determination of who pays for tenant improvements lies in the lease agreement itself. This is a heavily negotiated point in commercial leasing and should be reviewed carefully with legal counsel.

Key points to confirm in the lease include:

• The amount of the Tenant Improvement Allowance, if any
• What expenses are eligible under that allowance
• Who manages the construction process
• What happens if the allowance is exceeded or not fully used 

When a church or religious institution in Georgia seeks to buy or sell property, the process involves more than just a real estate contract—it requires internal approvals, documentation, and compliance with denominational rules or legal structures. The steps vary significantly depending on the church's denomination, hierarchy, and governance model.
Below is a comprehensive breakdown of what is typically required based on the type of religious organization involved:

Catholic Church (Roman Catholic)

Catholic church property is owned by the Diocese (not the local parish). Therefore, approval from the bishop or archbishop and the diocesan real estate office is required. The process typically includes:

• Submission of the proposed transaction details to the Diocesan Finance Council.
• Bishop’s written approval or decree.
• Sometimes Vatican approval if the property is of high value (Canon Law threshold).

United Methodist Church

Methodist churches operate under a connectional system where local church property is held in trust for the denomination. Approval must be obtained from the:

• District Superintendent.
• Charge Conference or Annual Conference, depending on the value and purpose of the transaction.
• Trustees of the local church must pass a resolution approving the transaction.

African Methodist Episcopal (AME) and AME Zion Churches

Like the UMC, AME and AME Zion church property is also held in trust for the denomination. To sell or buy property:

• Approval is required from the Presiding Elder and Bishop.
• A Church Conference vote by a majority of members is often necessary.
• The Trustees must document the transaction with resolutions and minutes.

Baptist Church

Most Baptist churches are independent and congregationally governed. The property is typically owned by the local church corporation. To buy or sell:

• The Board of Trustees must approve the transaction.
• The church membership must vote in favor at a business meeting (majority or supermajority, depending on bylaws).
• Articles of incorporation and church bylaws guide the procedure.

Church of God 

These churches vary by affiliation, but many are overseen by a state or regional office. In most cases:

• A local church council or board of elders must approve.
• The State Overseer or Regional Bishop may need to sign off.
• Deeds are sometimes titled in the name of the national or state office, not the local congregation.

The Church of Jesus Christ of Latter-day Saints (Mormon)

LDS church property is not owned by local congregations (wards or stakes). All property is owned by the corporate church entity headquartered in Salt Lake City. Buying or selling property:

• Is handled exclusively by the Church’s legal and real estate departments.
• Requires approval from the First Presidency and Presiding Bishopric.

Seventh-day Adventist Church

Property is typically titled in the name of the local conference, not the local congregation. To buy or sell:

• The local church must submit a request with a vote of support.
• Approval must be obtained from the Conference Executive Committee.
• Deeds must be prepared and signed by the conference treasurer or secretary.

Non-Denominational or Independent Churches

These churches are usually self-governing and incorporated as nonprofits in Georgia. The process is governed by:

• The church’s Articles of Incorporation and Bylaws.
• A vote by the Board of Directors or Elders (and sometimes the congregation).
• Proper documentation of the decision (meeting minutes, board resolution).

It is essential to review the church's governing documents to determine voting thresholds, who can sign contracts, and how property is held (in trust, under the church name, or by a separate legal entity).

Jewish Synagogue

Most synagogues are incorporated as nonprofits and governed by a board of directors or trustees. To buy or sell:

• The board must approve the transaction, consistent with the bylaws.
• Some congregations require a vote of the full membership at a congregational meeting.
• The synagogue’s corporate entity must execute the deed.

Muslim Mosque

Mosques in the U.S. are typically structured as nonprofit corporations. Governance varies, but in general:

• The Board of Trustees or Directors must approve the transaction.
• A vote by the general assembly of the mosque may be required under the bylaws.
• Documentation should reflect the mosque’s charter and Shura council authority if applicable.

Hindu Temple

Temples are usually organized as religious nonprofit trusts or corporations. To buy or sell property:

• Approval must be granted by the board of trustees or temple management committee.
• Depending on the structure, religious advisors (e.g., Swamijis or priests) may also be consulted.
• Transactions must be authorized by the temple’s governing documents, and proper meeting minutes and resolutions must be recorded.

Summary

The process for buying or selling church property in Georgia depends entirely on the legal ownership structure and the denominational governance model. Whether the church is hierarchical, connectional, or congregational, it is essential to:

• Review the governing documents (bylaws, articles, trust deeds).
• Secure internal approvals (board, congregation, bishop, or conference).
• Ensure correct authority to sign and convey title.
• Retain legal counsel, such as Cooper Law Firm, to handle the due diligence, draft or review contracts, and coordinate with title companies.

An Agricultural Use Assessment—also known in Georgia as a Conservation Use Value Assessment (CUVA)—is a property tax incentive program that allows landowners to receive substantially reduced property tax bills in exchange for agreeing to restrict the use of their land to qualifying agricultural, conservation, or forestry purposes for a period of ten (10) years. This program, governed by O.C.G.A. § 48-5-7.4, is commonly used by farmers, timberland owners, and rural landowners to save money on ad valorem taxes.

What the CUVA Program Does

CUVA allows enrolled land to be assessed at its current-use value rather than its fair market value, often resulting in significant tax savings. In exchange, the landowner agrees to keep the property in eligible agricultural or conservation use for the full 10-year covenant period.

What Happens If the Covenant Is Broken

If the terms of the covenant are violated (called a “breach”), the owner is subject to penalties and repayment of the tax benefits received. A breach can occur if:

• The land is converted to non-agricultural use, such as commercial or residential development.
• The property is subdivided or sold in smaller tracts not consistent with agricultural use.
• Improvements are made that are inconsistent with conservation or farming purposes.
• The property is sold to someone who does not continue to comply with the covenant, and no new covenant is entered into.    

If a breach occurs, the landowner (or sometimes the buyer) must pay all previously saved taxes plus interest at the rate of 15% per year, going back to the start of the covenant. This can total thousands of dollars, especially for large tracts with long-standing assessments.

What You Need to Do About CUVA at Closing

CUVA covenants “run with the land”, meaning they transfer to new owners unless specifically released. Therefore, if the land is sold before the 10-year covenant expires, the buyer must either:

• Agree to continue the covenant and maintain the land in qualifying agricultural use, or
• Allow the covenant to be breached, which will trigger a financial penalty owed to the county tax assessor.

To avoid confusion and disputes, buyers and sellers must address the CUVA issue clearly in their purchase and sale agreement. Specifically:

1. Disclose the CUVA status of the property.
2. Negotiate who will be responsible for the penalty if the covenant is broken—the buyer, the seller, or shared.
3. Include language in the contract stating that this agreement regarding CUVA “shall survive the closing”, meaning it remains enforceable after the deed is signed.

This ensures that whichever party assumes the financial responsibility is bound by the terms, and avoids post-closing litigation or surprise tax bills.
An Agricultural Use Assessment (CUVA) is a valuable tax tool, but it comes with a long-term commitment and financial consequences if breached. In a Georgia real estate transaction, it is essential that both buyer and seller understand the status of any existing CUVA covenant, and agree in writing on how to handle any potential breach and who will be responsible for penalties. At Cooper Law Firm, we assist clients in reviewing title records, analyzing CUVA obligations, and drafting protective language in the purchase contract to ensure both parties are fully protected.

In Georgia, foreclosures are conducted through a non-judicial process, where the lender sells the property at a public auction (often on the first Tuesday of the month) after following notice requirements under O.C.G.A. § 44-14-160 et seq. The sale is held at the county courthouse, and properties are sold to the highest cash bidder.
​​

What You Should Know:

• Sold “as-is, where-is”: You don’t get to inspect the interior of the property before the sale. You’re buying based on limited or no knowledge of the property's condition.
• No title insurance or warranty deed: The property is sold via non-warranty deed (deed under power). You take title subject to all liens and encumbrances that weren’t extinguished by the foreclosure.
• No disclosure obligations: The bank or lender won’t provide seller disclosures.
• Cash required: Sales require certified funds at the time of the auction or shortly thereafter.
• Eviction may be necessary: The previous owner or tenants may still occupy the property, and you may have to file a dispossessory action to remove them.
• No financing contingencies: You must be prepared to buy the property without traditional financing unless you pre-arrange hard money or other non-contingent funds.  

It is critical to perform a title search before the sale to check for any liens, unpaid taxes, or legal issues that you may inherit. You should also visit the exterior of the property to evaluate potential risks and consult with a real estate attorney—such as Cooper Law Firm—before bidding.

Buying a Recently Foreclosed Property (Bank-Owned / REO Sale)

Once a property has been foreclosed and not sold at auction, it becomes real estate owned (REO) by the lender. The bank then typically lists the property for sale on the open market with a real estate agent.
What You Should Know:

• More accessible and less risky: Unlike courthouse sales, you can usually inspect the property, obtain title insurance, and even use traditional financing.
• Still sold “as-is”: The bank won’t make repairs or offer warranties. Any needed repairs are your responsibility.
• Bank addenda required: Most REO sales include bank-specific contract addenda that override standard provisions. These often limit your rights or allow the bank to back out for minimal reasons.
• Cleared title: The bank will usually handle lien resolution and ensure you receive a marketable title—though a title exam is still strongly recommended.
• Longer timelines and bureaucracy: REO deals can be slower due to bank red tape. Responses to offers may take days or weeks, and closings can be delayed due to internal bank procedures.

Key Risks in Both Scenarios

• Unknown Property Condition: Especially at courthouse sales, you're buying blind. Hidden damage, code violations, or structural issues can be expensive to fix.
• Title Issues: Some liens (e.g., tax liens, HOA liens) may survive foreclosure. You could be liable unless they're cleared.
• Occupancy Issues: In both types of sales, you may have to handle evictions, which can take time and involve court proceedings.

Best Practices Before Buying

1. Hire a real estate attorney to conduct a title exam, explain risks, and review auction or REO documents.
2. Conduct a title search and lien check, even if buying through a bank.
3. Set a clear investment budget, including repair and legal costs.
4. If buying at auction, visit the property exterior beforehand and confirm auction terms (timing, payment, bidding).
5. Get preapproved financing (if applicable) or have cash/certified funds ready.
6. Work with an experienced real estate agent for REO properties.

Wire transfer fraud has become one of the most devastating and fast-growing threats in real estate transactions, where large sums of money are exchanged—often through electronic means. One of the most critical steps buyers must take to protect themselves is verifying wiring instructions by phone using a known, trusted number, and not relying solely on information provided via email or text messages. Unfortunately, scammers have become increasingly sophisticated in impersonating real estate professionals and law firms, preying on the high-pressure nature of closing real estate deals to trick people into wiring funds to fraudulent accounts.

For example, buyers have been scammed by fraudsters who spoof the email addresses of real estate agents or brokers. In these cases, the scammer closely monitors email conversations between agents and clients, sometimes for weeks, by hacking into email accounts. Right before the scheduled closing, the scammer sends an email—posing as the realtor—informing the buyer that there has been a change in the wiring instructions. The message often looks perfectly legitimate, using the agent’s signature and tone, and even referencing the property address and closing date. One buyer in Texas lost over $200,000 after receiving such an email that appeared to come from her trusted realtor. She followed the instructions without calling to confirm, only to later find out the funds had gone to an offshore account controlled by criminals.

In another type of scam, fraudsters spoof law firm phone numbers or email addresses, calling or texting clients with supposedly urgent updates to wiring instructions. These calls often appear on caller ID to be from the actual law office or title company, thanks to caller ID spoofing technology. One recent victim in California received a text message on the morning of her closing that appeared to be from her closing attorney, instructing her to wire the funds to a “new escrow account due to a system issue.” The scammer used high-pressure tactics, insisting the deal couldn’t go through unless she acted immediately. Trusting the message, she complied—only to find out later that the law firm had never contacted her, and the money had vanished.

Fraudsters also often strike at the last possible moment, knowing that buyers are anxious and eager to finalize their purchase. They create a sense of urgency, making it seem like a delay in wiring funds could cause the buyer to lose the property. For instance, a couple in Florida was ready to close on their dream home when they received a last-minute email claiming the bank details had changed. The message emphasized that time was critical and warned them that if the funds weren’t received by noon, the deal would fall through and they would forfeit their deposit. Terrified of losing the home, the couple wired the money immediately—again, to a fraudulent account. By the time they reached out to their actual attorney later that day, it was too late.

The Waters Family – $272,000 Lost in Wire Fraud (Virginia, 2017)

In 2017, Mark and Beth Waters, a couple from Virginia, fell victim to a devastating real estate wire fraud scam during the closing of their new home. As their closing day approached, they received an email that appeared to come from their real estate agent, with instructions to wire $272,000—their life savings—for the home purchase.

The email looked completely legitimate. It referenced their upcoming closing, included their names, the property address, and was formatted just like previous communications they had received. Believing the message was authentic, the Waters wired the money to the bank account provided in the email.

Tragically, the email was from a cybercriminal who had been monitoring the transaction, likely by hacking into the real estate agent’s email account or spoofing it. The account details were fake, and the money was quickly moved out of reach—likely to international accounts where it became untraceable. By the time the Waters realized what had happened and contacted their bank, the funds were gone.

Despite involving the FBI and legal authorities, the couple was unable to recover the money. Since the law firm and title company had not authorized or sent the fraudulent wire instructions, they were not held liable, leaving the Waters family solely responsible for the loss. Their home purchase fell through, and they were left financially devastated.

Barbara Corcoran’s Assistant – Nearly Scammed Out of $400,000 (2020)

In early 2020, Barbara Corcoran, a prominent real estate mogul and investor known from Shark Tank, was nearly the victim of a $388,700 wire fraud scam—and the attempt was incredibly sophisticated.

The scammers impersonated Barbara’s assistant by using a spoofed email address that was nearly identical to the real one, differing by just one letter. They sent an email to Corcoran’s bookkeeper, instructing her to approve a wire transfer for a property renovation in Germany, which seemed plausible based on Barbara’s investment portfolio.

The email included convincing details—complete with a legitimate-looking invoice, professional tone, and references to a “trusted” German real estate firm. The bookkeeper, believing it was a routine request, processed the wire transfer without verifying it directly with Barbara or the assistant.

The funds were sent, but just in time, the real assistant noticed something was off. She discovered the altered email address and raised the alarm. The Corcoran team immediately contacted the bank and, because the fraud was caught within hours, they were able to reverse the wire transfer before the funds were lost.

Although Barbara Corcoran didn’t lose the money, this near-miss shows just how even seasoned professionals with strong business infrastructures can fall victim to these scams. If not for a lucky catch, the money would have been irretrievable. 

These examples highlight why it is so important to never trust wiring instructions received via email or text, no matter how convincing they seem. Always call your real estate agent, attorney, or title company at a verified phone number—not the number listed in the email or message—to confirm the instructions verbally. This simple step can make the difference between a successful home purchase and a devastating financial loss.

PROTECT YOURSELF FROM REAL ESTATE WIRE FRAUD

Wire Fraud Is On The Rise! Don't become the next victim. Real estate transactions are prime targets for cybercriminals using deceptive tactics to steal your closing funds.

How Scammers Operate:

• Spoofed Emails: Hackers mimic emails from your realtor or attorney with updated wiring instructions.
• Fake Phone Numbers: Fraudsters spoof the phone number of your law firm or title company.
• Last-Minute Urgency: They insist the deal will fall through unless you send the money immediately.

YOUR ACTION PLAN:

1. VERIFY BY PHONE – Always call a known, trusted number to confirm wire instructions. Never rely on contact details in an email.
2. DO NOT RUSH – Be skeptical of last-minute changes and pressure tactics.
3. TRUST YOUR GUT – If something feels off, pause and double-check.
4. LOOK CAREFULLY – One wrong letter in an email address can signal fraud. 

WHAT TO DO IF YOU’RE TARGETED:

• Contact your bank immediately to attempt to recall the wire.
• File a complaint at IC3.gov
• Report the scam to local law enforcement and your real estate professionals.

Questions? Need help verifying instructions? Call your attorney or agent directly using a verified phone number – not one from an email or text.
Stay alert. Stay protected. Don’t let scammers steal your future home.

1. Articles of Organization (or Certificate of Formation)

• What it is: This is the official document filed with the Secretary of State that establishes the LLC as a legal entity.
• Why it’s needed: It verifies that the LLC exists and is authorized to do business.

2. Operating Agreement

• What it is: This internal document outlines the management structure of the LLC, including who has the authority to act on behalf of the company.
• Why it’s needed: It helps determine whether the person signing purchase or sale documents (such as a deed or settlement statement) is authorized to do so.  

If your operating agreement does not authorize the person signing—or if the agreement is silent—you’ll need additional documentation (see below).

3. Resolution of Authority or Authorization

• What it is: A written resolution, usually signed by the members or managers of the LLC, explicitly authorizing a specific person to sign documents related to the real estate transaction.
•  When it’s needed:
  • If the operating agreement does not mention the person signing, or
  • If the LLC is managed by someone other than the signer, or
  • If there has been a change in authority since the last operating agreement or resolution.

Example: If the operating agreement lists Jane Doe as the sole manager, but John Smith is signing the deed, you’ll need a resolution showing that John Smith is now authorized to sign on behalf of the LLC.

4. Good Standing Certificate 

• What it is: A document issued by the Secretary of State confirming that the LLC is in good standing and legally authorized to conduct business. 
• Our firm will obtain this document before closing 

5. EIN (Employer Identification Number) or Tax ID

• What it is: The LLC’s federal tax identification number.
• Why it’s needed: Required for tax reporting and for setting up settlement documentation and escrow. 

Why This Matters
If the title company or attorney cannot verify who is legally authorized to sign on behalf of the LLC, they may delay or cancel the closing. Providing these documents upfront can save time, prevent legal complications, and ensure a smooth closing.

When a corporation is involved in a real estate transaction, title companies and closing attorneys must verify that the corporation exists, is in good standing, and that the person signing the documents is properly authorized to act on behalf of the corporation. This protects the integrity of the transaction and avoids future legal disputes.

1. Articles of Incorporation (or Certificate of Incorporation)

• What it is: The formation document filed with the Secretary of State that legally creates the corporation.
• Why it's needed: Proves that the corporation is a legally recognized entity authorized to conduct business.

2. Corporate Bylaws

• What it is: The internal governance document that outlines the roles and powers of corporate officers and directors.
• Why it’s needed: Shows whether the person signing has authority to enter into contracts or dispose of assets, like real property, on behalf of the corporation.

3. Corporate Resolution Authorizing the Transaction

• What it is: A formal, board-approved resolution stating that the corporation is authorized to buy or sell the property and that a named officer (or officers) is authorized to sign all necessary documents.
• When it’s needed:
  • If the signing authority is not explicitly granted in the bylaws.
  • If multiple officers must approve significant actions like real estate sales.
  • If this transaction involves a substantial portion of the corporation’s assets, triggering board or shareholder approval.    

Example: If the corporation's bylaws don't state that the Vice President can sign real estate documents, a board resolution naming the Vice President as the authorized signer would be necessary.

4. Certificate of Good Standing

• What it is: A document from the Secretary of State confirming that the corporation is active and compliant with all state filing and fee requirements.
• Our law firm will obtain this

5. Federal EIN (Tax ID Number)

• What it is: The Employer Identification Number issued by the IRS.
• Why it’s needed: Required for financial reporting, IRS compliance, and preparing closing statements.

6. Corporate Seal

• What it is: A stamp or embossing seal bearing the corporation’s name and state of incorporation.
• Why it’s needed:
  • Deeds and affidavits and promissory notes must be sealed to authenticate them as official corporate acts.
  • It also adds formality and credibility to the documentation

If your corporation does not have a physical seal, be sure to notify our office in advance. In some cases, a statement noting that the corporation does not use a seal can be included in the corporate resolution or document signature block.
If you are representing a corporation in a real estate purchase or sale, be sure to bring the corporate seal to closing unless otherwise instructed. This ensures that all documents can be properly executed, notarized, and recorded—avoiding last-minute issues that could delay or invalidate the transaction.

1. Certification (or Affidavit) of Trust

• What it is: A summary document signed by the trustee(s) that confirms key details about the trust without revealing the full contents.
• Why it’s required:
  • To establish that the trust exists and is in good standing.
  • To confirm that it has not been revoked, modified, or terminated.
  • To identify the current trustee(s) and verify they have the authority to buy, sell, or encumber property.
• Contents typically include:
  • Name and date of the trust.
  • Identity of trustee(s) and any successor trustees.
  • Powers granted to the trustee (particularly authority over real estate).
  • Statement that the trust has not been revoked or amended in any way that affects this transaction.

O.C.G.A. § 53-12-287 regulates the use of trust certifications.

2. Complete Trust Agreement or Trust Abstract What it is:

• A full copy of the trust document or a trust abstract, which is a summarized version often prepared by an attorney.
• Why it might be required:
  • To confirm specific authority granted to the trustee(s).
  • To ensure that the trust allows the purchase or sale of real estate.

3. Trustee Identification

• What it is: A copy of a valid government-issued photo ID for each acting trustee.
• Why it’s needed: Verifies the identity of the person(s) signing documents and ensures they match the names listed in the trust or certification.

4. Successor Trustee Information (If Applicable)

• What it is: Documentation showing the current trustee's authority if a former trustee has died, resigned, or become incapacitated.
• Why it’s needed: To prove that the successor trustee has properly assumed authority as outlined in the trust.  

When participating in a Georgia real estate closing as a partnership—whether as a general partnership, limited liability partnership (LLP), or limited liability limited partnership (LLLP)—certain documentation must be provided to ensure the authority and legality of the transaction. This helps confirm who is authorized to act on behalf of the partnership and whether the entity is properly registered and in good standing.
Here’s a detailed overview of what you’ll need to provide:

1. Partnership Agreement

• What it is: The foundational contract between the partners outlining the structure, authority, and decision-making rules for the partnership.
• Why it’s required: It identifies:
  • Who the partners are,
  • Whether the partnership can own or sell property,
  • Who is authorized to execute real estate documents on behalf of the partnership.

If the agreement is silent on property transactions or if authority is limited, a partner resolution or amendment may be needed to clarify or expand authority.

2. Amendments to the Partnership Agreement

• What it is: Any official modifications to the original partnership agreement.
• Why it’s required: To reflect:
  • Changes in authority or management,
  • Addition or removal of partners,
  • Updated signing powers or decision thresholds (e.g., majority vote, unanimous consent). 

3. Entity Registration Documents

Depending on the type of partnership, registration requirements vary in Georgia:
General Partnership:

• Filing Requirements: May not require registration with the state, but if the partnership does business under a trade name, a certificate of trade name must be recorded with the clerk of the superior court in the county where the business operates.
• What to provide:
  • A certified copy of the county-level registration
  • The full legal name of the partnership.

Limited Liability Partnership (LLP):

• Filing Requirements: Must register with the Georgia Secretary of State.
• What to provide:
  • A Certificate of Limited Liability Partnership.
  • Any amendments filed with the Secretary of State.
  • A Certificate of Existence (Good Standing)  

Limited Liability Limited Partnership (LLLP):

• Filing Requirements: Must register with the Georgia Secretary of State.
• What to provide:
  • A Certificate of Limited Partnership with a statement electing LLLP status.
  • Any amendments or updated registrations.
  • A Certificate of Existence 

4. Partner Authorization or Resolution (If Needed)

• What it is: A document signed by the partners authorizing one or more specific individuals to sign documents for the purchase or sale of real estate.
• When it’s required:
  • If the partnership agreement doesn’t clearly state who may sign.
  • If the signer is not a named partner (e.g., an attorney-in-fact or employee).
  • If the transaction involves significant assets or special circumstances.

This can help avoid disputes and is especially important when not all partners are present at closing.

5. Government-Issued ID for Signing Partners

• Why it’s needed: To verify the identity of those executing documents on behalf of the partnership.

Important Notes 

• General partnerships may not be registered with the Secretary of State, but county-level filings are essential for doing business legally under a trade name.
• Our office requires clarity about who is authorized to act, especially when dealing with shared authority in a multi-partner structure.
• Failure to provide a comprehensive partnership agreement or proper registration can delay or jeopardize the transaction.

You have to probate your grandfather’s estate—even if everyone "knew" your father was supposed to receive the property—because in Georgia, property does not legally transfer ownership simply based on family understanding, verbal agreements, or informal possession. Instead, when someone dies owning property in their name alone, their estate must be probated to lawfully transfer title to their heirs or beneficiaries.

Why Probate Is Necessary

In Georgia, if a person dies without a will (intestate), the law determines who the rightful heirs are under the state’s laws of intestate succession. If they die with a will, probate is still required to establish the will’s validity and to carry out the distribution of assets as outlined.

In your situation, although it may have been well understood within the family that your father was to receive the property, your grandfather remained the legal owner of record at the time of his death. Until the estate is probated, the property legally remains in your grandfather’s name, and the title is clouded, meaning it cannot be sold, transferred, or refinanced without clearing that ownership through probate.

All Heirs Have a Legal Interest

Under Georgia law, if your grandfather died intestate, his heirs at law typically include:

• His children, including your father and any of your father’s siblings
• His spouse, if she (your grandmother) was alive at the time of his death

That means even if your father was living in the property or "everyone knew" it was meant for him, his siblings and possibly his spouse (your grandmother) also have a legal ownership interest unless they explicitly gave up or transferred that interest. Simply assuming your father owns the property does not change the legal ownership.

If Your Grandmother Was Alive

If your grandmother was alive when your grandfather died, she would be entitled to a share of the estate, typically one-third or more depending on the number of children. If she has since passed away, then her interest in the estate passes to her own heirs, which means her estate must also be probated. This can include your father’s siblings and even their children (your cousins), creating multiple chains of ownership.

Why This Matters

Failing to probate the estate leads to several serious consequences:

• The property cannot be legally sold or transferred, since the title is still in your grandfather’s name.
• Any person with a legal interest in the estate could later come forward and assert their claim, even years later.
• Title insurers and our firm will not allow the sale of the property until the title is cleared through probate.
• Without probate, no one can lawfully sign a deed or mortgage for the property, even if they live there or pay taxes.  

Even if your family agrees that your father was supposed to inherit the property, the law requires probate to establish clear, legal ownership. Your grandfather's estate—and possibly your grandmother’s if she inherited part of it and later passed—must be probated so that the legal heirs can be identified, their interests transferred, and a clean title created. This protects not only your family’s property rights but also ensures the property can be lawfully used, inherited, or sold in the future.

You may need to get agreements from your neighbors before selling your property if there are issues with your property’s legal description, uncertain boundaries, or past conveyances that affect your parcel’s clarity or shape. This is essential to ensure that you are conveying good, clear, and marketable title to the buyer and not selling land you don’t legally own—or failing to include land you think is yours.

Why Neighbor Agreements May Be Required

In some cases, the legal description in your deed may be vague, outdated, or inaccurate. This can happen when:

• Older deeds reference landmarks that no longer exist (e.g., “oak tree” or “old fence line”),
• A portion of the property was previously sold or subdivided, but the records were not properly updated,
• Or neighboring properties were mis-described and now appear to overlap your land. 

These situations create title uncertainty that makes your property uninsurable or unsellable until resolved.

Steps That May Be Necessary

Survey the Property: A current, professional boundary survey is usually the first step. It defines the actual property lines and identifies any overlaps, encroachments, or discrepancies between the deed and what exists on the ground.

• Boundary Line Agreements:

If the survey reveals that boundary lines are unclear or disputed, or that a structure like a fence or driveway crosses into a neighbor’s land (or vice versa), you may need to enter into a boundary line agreement with the neighbor. This is a legal document signed by both parties to settle where the property line lies and prevent future disputes.

• Deeds or Easements from Neighbors:  

If it turns out that part of your home, driveway, or other improvement is sitting on a neighbor’s property, or vice versa, you may need to

• Obtain a corrective deed to transfer ownership of that small portion to you, or
• Request a permanent easement, which gives you the legal right to use the portion of land without owning it.

These agreements must be signed, notarized, and recorded in the county records to become legally effective and binding on future owners.

Why This Is Critical for Closing

Title insurance companies and closing attorneys in Georgia will not allow a closing to proceed if:

• The legal description is too vague to identify the land being sold,
• The property encroaches onto a neighbor’s land or vice versa,
• There’s a boundary dispute or potential adverse possession claim,
• Or the seller cannot prove that the land being conveyed matches the legal record.  

Failing to resolve these issues in advance will delay closing or even terminate the sale, as the buyer cannot receive a clean and insurable title.

You may need to obtain agreements from neighbors before selling your property to confirm and legally establish boundary lines, especially when the legal description is unclear or the survey reveals discrepancies. This protects not only the buyer, but also you, the seller, from future legal disputes and ensures the sale can be completed with full and marketable title. It’s always best to work with a real estate attorney and licensed surveyor early in the process if you suspect there may be title or boundary concerns.

If you're trying to sell your property and the closing attorney says you can't proceed until a judgment lien against the person you bought it from is paid off, it's because that lien is still legally attached to the property—not just to the person. In Georgia, a judgment lien becomes a cloud on title when it is properly recorded and attached to any real estate the debtor owns in the county where the judgment is filed. This means the prior owner's debt is now encumbering the property you’re trying to sell, and it must be resolved before clear title can be conveyed to a buyer.

Why You Are Affected

When you bought the property, the lien from the prior owner may not have been satisfied or properly released. As a result, the lien remains on the public record and continues to follow the property, even after the ownership changed. Title to the property is still considered “clouded” because that judgment lien technically affects its marketability.

Under Georgia law, a seller cannot legally convey good and marketable title—which buyers, lenders, and title insurers require—if there is an unsatisfied lien still recorded against the property. That’s why your closing attorney is requiring that the lien be paid off or otherwise resolved before you can sell.

Why It Seems Unfair—But Still Applies

It may seem unfair that you are being told to pay off someone else’s debt. But the reality is, if the lien was recorded before you purchased the property, and it was not satisfied at that time, the lien remains enforceable against the property itself, regardless of who owns it now.

This issue typically arises when:

• The previous title search missed the lien, or
• The lien was not properly cleared or paid at the time of your closing, or 

Solution: Use Owner’s Title Insurance

If you purchased an owner’s title insurance policy, this could provide a path forward. Title insurance protects against pre-existing liens or title defects that were not discovered or resolved during the previous closing. If you do not have title insurance, then you must work with closing agent and prior closing agent to get the lien cleared up. You can sue the prior owner if you cannot get them to pay.

To avoid this kind of issue in your next transaction, it is highly recommended that:
You always purchase owner’s title insurance when buying property, not just lender’s title insurance.

Intellicheck is an advanced identity verification technology used in real estate and financial transactions to authenticate government-issued photo IDs in real-time. It plays a critical role in fraud prevention—particularly in protecting against seller impersonation fraud, a type of fraud that is unfortunately becoming more common in the real estate world.

What Is Intellicheck?

Intellicheck is a secure, digital identity verification system that uses sophisticated technology to scan and validate official identification documents—such as driver’s licenses or passports—against authoritative data sources. It is designed to detect altered, forged, or fake IDs in under a second with an extremely high degree of accuracy.
The system is commonly used by banks, title companies, law firms, and real estate professionals to confirm the true identity of buyers and sellers before proceeding with high-value transactions.

Why You Are Being Asked to Use Intellicheck

You are being asked to complete an Intellicheck identity verification in order to protect the integrity of your real estate transaction and to help prevent a growing threat known as seller impersonation fraud. This added layer of security is designed to protect you, your property, and the other parties involved.

Understanding Seller Impersonation Fraud

Seller impersonation fraud occurs when a fraudster pretends to be the legitimate owner of a property and attempts to sell it without the real owner's knowledge or consent. Here's how it usually happens:

1. The fraudster identifies a target property—often vacant land, rental property, or a second home—that is not frequently monitored.
2. They pose as the rightful owner, using fake or forged IDs, email addresses, and phony notary signatures.
3. They contact a real estate agent or law firm, often insisting on a quick, remote, cash sale, and pressure professionals to move fast.
4. If undetected, the sale is completed, and the true owner may not discover it until it's too late—after the deed has been recorded and the money is gone. 

This type of fraud has already cost homeowners, buyers, and real estate professionals billions of dollars, and once the funds are transferred, they are often impossible to recover.

How Intellicheck Helps Prevent Fraud

Intellicheck combats this threat by:

• Instantly verifying the authenticity of your ID against official issuing authority databases.
• Ensuring the name, photo, and document number match what's on file.
• Detecting tampered or fabricated IDs, even when they appear legitimate to the human eye.
• Providing confidence that the person executing the transaction is who they say they are. 

By completing Intellicheck, you are confirming your identity in a secure and efficient way that helps prevent someone else from stealing your name or your property.

What You’ll Need to Do

• Use a smartphone or device with a camera to complete the verification process.
• Upload or scan your government-issued photo ID (e.g., driver’s license or passport).
• Take a selfie or short live video (depending on the system’s prompt) to match your face to the ID.

The process is fast (under 2 minutes), secure, and fully encrypted.
Bottom Line
Intellicheck is a proactive measure to help ensure that real estate transactions are safe, secure, and trustworthy. In an environment where seller impersonation fraud is a real and growing threat, identity verification tools like Intellicheck provide critical protection for all parties—especially in high-value, remote, or fast-moving transactions.
If you're asked to complete Intellicheck, it's not because anyone doubts your identity—it's because Cooper Law Firm is committed to safeguarding your investment and the integrity of the transaction.

Whose responsibility is it to get a termite letter/report? 

Under a Georgia Association of Realtors (GAR) contract, the responsibility for obtaining a termite inspection and letter—commonly referred to as a termite clearance letter—typically falls to the buyer. While parties not using a GAR contract may negotiate different terms, the standard GAR forms generally place the burden of conducting inspections, including for wood-destroying organisms (WDOs), on the buyer as part of their due diligence obligations.

Buyer’s Due Diligence

The buyer is expected to perform due diligence to evaluate the condition of the property, and this includes hiring a licensed pest control professional to conduct a termite inspection. The buyer usually bears the cost of the inspection and termite letter, particularly if it is needed for loan approval. Many mortgage lenders require a termite letter issued within 30 days of closing to ensure the property is free from active infestation or damage.

Seller’s Disclosure Obligations

Although the buyer arranges and pays for the termite inspection under the GAR contract, the seller has a legal obligation to disclose any known termite issues, past or present. This includes any history of infestation, treatment, or structural damage resulting from termites. Full disclosure allows the buyer to make an informed decision and may also affect negotiations.

Repair Responsibilities and Negotiations

If the termite inspection reveals active infestation or damage, the GAR contract provides space for the buyer and seller to negotiate who will be responsible for treatment and/or repairs. In some cases, the seller may agree to pay for treatment or repair termite damage as part of the purchase terms, but this is not automatically required unless specified in the agreement.

Termite Bonds

A termite bond is a service agreement offered by pest control companies that covers treatment and, in some cases, future inspections or repairs. While not required under the GAR contract, some buyers may request the seller to transfer an existing bond or purchase a new one as part of the sale.

Flexibility Within the GAR Framework

The GAR contract allows for flexibility through negotiation. Although the default position places responsibility on the buyer, both parties can agree to alter this through an amendment or special stipulation. For example, the seller may agree to provide a termite letter at their expense or perform treatment as a condition of closing.

In summary, while the buyer typically arranges and pays for the termite letter under a GAR contract, the seller must disclose known issues, and responsibility for remediation or providing bonds can be negotiated as part of the broader transaction terms.

Our firm scans and securely archives every part of your closing file, including your Warranty Deed and other important documents, and we maintain these records indefinitely. If you ever misplace any of your closing documents, you can contact our office at any time, and we’ll be happy to provide you with a copy—whether by email, mail, or fax, based on your preference.

Additionally, your Warranty Deed is recorded with the county courthouse, and a copy can usually be accessed and printed directly from the county’s official website. This dual access ensures that your legal documents are always retrievable, giving you peace of mind well after your closing is complete.

Whether or not to add someone to the title of a property when they are not on the loan is a decision that should be approached with caution and a clear understanding of both legal and financial implications. This situation often arises when one party is purchasing a home and wishes to include a spouse, family member, or legal entity on the title without involving them in the mortgage loan. There are two common scenarios where this arises, each with distinct considerations and risks.

Situation 1: Adding a Spouse Who Is Not on the Loan

If a spouse will be listed on the property title but not on the loan, and a lender is involved, it’s essential to first confirm whether the lender allows this arrangement. Many lenders will permit this, but typically require the non-borrowing spouse to sign certain documents at closing—most notably the Security Deed (which secures the mortgage) and other loan disclosures. In this case, both names should ideally be listed on the purchase contract, and the non-borrowing spouse must be present at closing to execute the required documents. This ensures the lender’s interest is protected and helps avoid complications during the closing process.

Situation 2: Transferring Title After Closing (e.g., to an LLC or Trust)

Some purchasers prefer to transfer the property to a legal entity, such as an LLC or a trust, after closing. However, if a mortgage is in place, this can violate the due-on-sale clause commonly found in the Security Deed. That clause allows the lender to call the loan due in full if the title is transferred without their consent. While many buyers knowingly accept this risk and proceed with the transfer, it’s important to understand the potential consequences. Most closing attorneys will not prepare a post-closing deed under these circumstances. If a deed is created after closing, the person being added to the title does not need to be present for the signing of that deed, unless otherwise required.

Risks of Adding Someone to Title

•  Violation of Loan Terms: Transferring or altering title without lender approval could trigger the due-on-sale clause, potentially forcing the full repayment of the loan.
• Lien Attachment: Any existing liens against the person being added to the title (such as tax liens, judgments, or child support liens) could become attached to the property, creating financial and legal complications for the owner.
• Signature Requirements: Once someone is on title, they must sign any future deeds to sell or refinance the property. This can complicate future transactions, especially if that person becomes unavailable or uncooperative.
• Impact on Title Insurance: Making changes to the ownership of the property after closing could affect the validity or scope of your owner’s title insurance coverage. Some policies may be voided or restricted if the insured interest changes without notifying the title insurer.

Adding someone to the title of your property is a significant decision that can impact ownership rights, lender relationships, and title insurance protection. Before proceeding, it's strongly recommended to consult your lender and speak with your closing attorney or a real estate attorney to fully understand the consequences and ensure compliance with all applicable agreements and laws.

Yes, you are responsible for paying the county property taxes for the full year, even if you only owned the property for part of that year. This often leads to questions from new homeowners at the end of the year when they receive a tax bill for the entire amount. Here’s how it works:

At closing, property taxes are typically prorated between the buyer and seller based on the prior year’s tax amount, since the actual bill for the current year is often not yet available. The seller provides a credit to the buyer at closing for their share of the taxes accrued up to the closing date. For example, if last year’s property tax bill was $2,000 and the closing took place on June 1—halfway through the year—the seller would credit the buyer $1,000 on the settlement statement. This means the seller has paid their share in advance, and the buyer becomes responsible for paying the full tax bill when it is due.

If the actual property taxes for the year increase from the prior year, the buyer may be entitled to request additional reimbursement from the seller. Using the same example, if the current year’s taxes are $3,000 instead of $2,000, the seller’s correct share would have been $1,500. Since they only credited $1,000 at closing, the buyer could request the additional $500. This right is referenced on page three of the settlement statement, though many buyers choose not to pursue minor differences, as tax fluctuations are usually small.

In situations where the closing occurs later in the year and the seller has already paid the taxes, the buyer would reimburse the seller for their prorated share at closing. Property taxes in most Middle Georgia counties are due by December 20, so this often becomes relevant in fall and winter closings.

For new construction properties, estimating taxes can be more complicated. Often, the prior year’s taxes only reflect the value of the vacant lot, not the completed home. In such cases, the closing attorney will typically estimate the tax amount based on the property’s sales price, ensuring that the proration is as accurate as possible.

Understanding this process can help buyers avoid confusion when they receive their first tax bill and ensure that the proper adjustments were made at closing. If you have questions about your proration or tax obligations, you should reach out to your closing attorney or contact the local tax commissioner’s office.

When purchasing a new home, it’s natural to focus on the exciting aspects of homeownership—like choosing new furniture, decorating your space, or painting the walls. The last thing any homeowner wants is to be blindsided by legal or financial issues tied to the property’s past. 

Unfortunately, problems such as unpaid debts, legal claims, or even fraudulent transactions can emerge after the sale, threatening your ownership rights. That’s why securing an owner’s title insurance policy is one of the most important steps you can take to protect your investment.

While lenders typically require a loan title insurance policy to protect their financial interest in the property, this policy does not protect you, the buyer. A loan policy only covers the lender up to the amount of your mortgage and gradually declines in coverage as the loan is paid down. Once the loan is paid off, the policy ends. That’s why it's critical to also purchase an owner’s title insurance policy, which provides comprehensive protection for you and your heirs for as long as you hold an interest in the home.

For a one-time fee paid at closing, an owner’s policy offers long-term protection against a wide range of risks that might not be discovered during a standard title search. These include:

• Unpaid mortgages or liens from previous owners
• Unpaid property taxes
• Neighboring property improvements on your property
• Child support or judgment liens
• Undisclosed easements or rights of way that could restrict how you use your property
• Claims from unknown or missing heirs who may assert ownership rights
• Forgery or fraud, such as a forged deed, falsified signatures, or a fraudulent seller who did not legally own the property

Title fraud, in particular, is a growing concern and can happen even in seemingly straightforward transactions. A forged signature on a deed or a sale by someone impersonating the rightful owner can result in a total loss of the property if not caught in time. In such cases, an owner’s title policy may cover the legal fees and financial losses involved in defending your ownership or recovering your investment.

In essence, while your lender is protected through their required loan policy, you need an owner’s title insurance policy to fully protect your own property rights. This small, one-time investment offers peace of mind and legal and financial protection that lasts as long as you or your heirs own the property. It ensures that your home truly becomes—and remains—yours, free from the burdens of past claims, fraud, or legal defects.

Actual Title Stories 

Fraud Scheme in Middle Georgia

An Atlanta woman who stole five properties in middle Georgia including a family's second home, has learned her sentence. Angela Spradley was sentenced to five years in prison in January 2025 after using forged and fraudulent documents to get land — including a family's Macon home — transferred into her name, an indictment and incident report shows. 

In March 2022, a Wilkinson County couple realized their Macon home was stolen when they showed up one day only to find their house boarded up along with a stove and construction materials missing. The home also had a realtor's box in their front yard that they hadn't set up.
When they checked the property records, it said that they "gifted" the property to Spradley, who then sold it to another company. If these homeowners had purchased owner’s title insurance, they could have kept their property without incurring any costs.

Missing Liens Cost Homeowners Money

An Atlanta couple found themselves in a devastating situation after purchasing their first home, discovering it was burdened with undisclosed materialman’s liens totaling $80,000. The builder had filed bankruptcy and the couple had no way to pay the liens. Without title insurance in place, the Atlanta couple had no protection against the hidden liens and were left to deal with the legal and financial fallout themselves.

Missing Heirs 

In North Atlanta, a group of homeowners found themselves in a troubling legal and financial predicament after purchasing homes in a subdivision that had been developed on land deeded years earlier by an estate to a developer. At the time, everything appeared legitimate—buyers closed on their homes, construction moved forward, and the neighborhood took shape. However, an unexpected issue later surfaced: one of the heirs to the estate had not been properly notified during the probate process and was never given the opportunity to assert his legal interest in the property.

Once this heir became aware of the situation, he filed a claim to assert his ownership rights, arguing that he had a lawful claim to the land on which the subdivision was built. Legally, he was entitled to compensation for his share of the property. This created a ripple effect throughout the community. Every homeowner in the subdivision who did not have owner’s title insurance was forced to pay the heir for the value of their land as it existed before construction—a significant and unexpected financial burden.

House Not On Property

In a troubling case in Georgia, a builder constructed an entire street of homes in a neighborhood where portions of several houses were mistakenly built on neighboring lots. The issue, caused by improper surveys or boundary errors, went unnoticed during construction. However, the situation became far more complicated when the builder subsequently filed for bankruptcy, leaving homeowners to resolve the problem on their own.

As the boundary issues came to light, affected homeowners discovered that parts of their homes—such as garages, driveways, or even living spaces—encroached onto their neighbor’s land. Since the builder was no longer in business, these homeowners had no recourse against the party responsible for the mistake. For those who had not purchased owner’s title insurance, the consequences were costly. They were forced to negotiate directly with their neighbors, often paying them to deed over the portions of land on which their homes were partially built. In addition to these settlement payments, the homeowners also had to cover the cost of surveys, legal documentation, and title corrections to fix the problem.

Property Conveyed Accidentally to Someone Else

In a complex and emotionally charged case in Georgia, a single mother purchased what she believed was her dream home, only to later discover that the legal ownership of the property was in dispute due to a mistake involving overlapping property descriptions and an elderly seller who suffered from dementia.

The situation began when the original property owner, a gentleman who owned two separate parcels of land, entered into a sales contract for the first parcel. However, the real estate agent who prepared the sales contract mistakenly included both parcels in the legal description. When the first buyer closed on the transaction, the closing attorney—relying on the contract—correctly conveyed both parcels, because both lots were listed in the contract, even though only one was intended to be sold.

Shortly afterward, a different attorney closed a second sale with the single mother for the second parcel, unaware that it had already been conveyed in the prior transaction. At the time of her closing, the first deed had not yet been recorded, so the second closing proceeded under the belief that title to the second property was still available. About a year later, the issue came to light when the first buyer discovered that they legally owned both properties under their recorded deed. At that point, the original seller, now suffering from advanced dementia and unable to testify about his intent, could not clarify what he meant to convey in either sale.

The result was a legal dispute, with the first buyer demanding that the single mother either pay rent or vacate the home, claiming rightful ownership based on the recorded deed. Thankfully, the single mother had purchased owner’s title insurance at closing. Her policy covered the full cost of defending her ownership, including legal fees and eventual settlement payments to resolve the dispute. The title insurer stepped in, funded the litigation, and paid the amount ultimately required to compensate the first buyer, who had legal—but unintended—ownership of the home.

Title Defective Because of Murder

In one of the most extraordinary and tragic real estate title disputes in Georgia, a chain of events involving murder, inheritance, and a complete legal failure of title left multiple unsuspecting homeowners at risk of losing their property. Fortunately, the most recent owner was protected—thanks to an owner’s title insurance policy.

The story began with a husband and wife who owned multiple rental properties as joint tenants with rights of survivorship, a form of ownership where, upon the death of one owner, the surviving owner automatically receives full title to the property. Tragically, the wife was murdered, and based on the legal assumption that her death was natural or accidental, the properties passed to her husband by operation of law under survivorship rights. Later, the husband remarried, and disturbingly, his second wife was also murdered. Following her death, an investigation revealed that the husband had murdered both spouses.

The estate of the second wife brought a wrongful death action against the husband, which ultimately led to a settlement agreement requiring him to deed a specific property to her estate. That estate later sold the property to a third party, beginning a chain of ownership transfers over the next decade. Eventually, the home was sold multiple times, and each new owner assumed the title was clear.

About ten years after the original judgment, the current owner attempted to sell the property. During the routine title review, the buyer’s attorney noticed a “satisfied judgment” against the husband. While this judgment no longer clouded the title, it raised enough suspicion for the attorney to investigate further. His research uncovered the original murder of the first wife, who had co-owned the property as a joint tenant. Under long-established legal principles, a joint tenant cannot benefit from murdering their co-tenant—a doctrine known as the “slayer rule”. As a result, the husband never legally acquired full title to the property after the first wife's death.
This revelation caused a complete failure of title. The husband's original deed transferring the property to the second wife's estate was legally invalid because he never had title to convey. That defect carried through to every subsequent sale, including the current owner—who now found themselves holding a home to which they had no legal ownership.

Fortunately, the current owner had purchased an owner’s title insurance policy at the time of their closing. The title insurer investigated the claim and agreed that the defect constituted a covered loss. The policy paid the full value of the home to the estate of the first wife, who had the rightful claim to the property. This payment cleared the title and allowed the current owner to retain the home or proceed with a valid sale.

This case is a striking example of how title issues can emerge decades later, even in properties that have changed hands multiple times. No buyer, no matter how diligent, could have uncovered the full truth in public records or predicted a hidden legal flaw based on a criminal act. Yet, because the current owner was protected by title insurance, they were spared from financial ruin.

Underground Utility Lines

A Middle Georgia couple faced an unexpected and costly issue after building their new home—they discovered that an underground utility line ran directly beneath their garage, making it impossible to complete their planned property improvements and requiring that they move and rebuild their detached garage. Upon further investigation, they learned that this utility line was part of an easement that had not been disclosed during the purchase of the property. Although easements are typically identified during the title search process, in this case, the easement was either undisclosed, unrecorded, or simply missed, creating a serious obstacle for the homeowners. Because the homeowners did not purchase an owner’s title policy, the cost of rebuilding their garage was fully paid by them. 

Fraud and Forgery Problems Rampant

Fraud and forgery are among the most serious and difficult-to-detect title risks that can affect a real estate transaction—even when every precaution has been taken. These hidden title hazards may remain completely undiscovered until after closing, long after the buyer has taken possession of the property. While the primary goal of a title search is to eliminate such risks, no system is foolproof. Fraudsters are becoming increasingly adept at pretending to be owners of property.

A powerful real-world example highlights the importance of this coverage. An innocent buyer purchased a home from what appeared to be the rightful seller. Everything seemed in order. However, after the sale, a gentleman from out of town—the true owner of the property—filed a lawsuit, claiming he had never sold the land. It was soon uncovered that a fraudster had forged a deed, transferring the property to a fictitious person, assumed that identity, and listed the property for sale. The scam artist had even used a phony notary identity on the forged documents. They chose the property precisely because the true owners lived elsewhere and had held title for many years without activity, making it unlikely anyone would notice the fraudulent transfer right away.

Because the buyer had purchased an owner’s title insurance policy, the title company stepped in to cover the legal defense costs and ultimately provided a monetary settlement to resolve the ownership dispute. The buyer was spared from devastating financial loss and legal uncertainty. Had the buyer not purchased title insurance, they could have lost both the property and their investment, through no fault of their own.

 Payment and Wiring Instructions for Closing

You will receive our wiring instructions through a secure hyperlink included in the welcome email sent by our Pre-Closing Department once your file is opened. If you’re unable to access the email, please contact us, and we will gladly re-send the wiring instructions upon request.
If you are providing funds via check or money order, please make them payable to The Cooper Law Firm, LLC.

Guidelines for Closing Funds (Per O.C.G.A. § 44-14-13)

• Funds over $5,000 must be sent via wire transfer only.
• Amounts between $1,000 and $4,999.99 may be paid by certified check.
• Amounts under $1,000 may be paid by personal check, credit card, or money order.  

Please note, all credit card payments are subject to a 0.04% transaction fee.

We recommend that all parties bring a personal check, cash, or a debit card to closing in case any last-minute adjustments result in a small balance due that is not covered by the original payment.

Important Security Notice:

If you are wiring funds to our firm, you must call our office to verbally confirm our wiring instructions. This is a critical security measure. We are not responsible for funds wired to the wrong account if verbal confirmation is not obtained. If we are wiring funds to you, you will be required to complete and sign a wire authorization form providing your wiring details.

Note on Disbursements:

Any proceeds issued at closing must be made payable to the individual(s) or entity holding title to the property at the time of closing. If funds need to be sent to a different account or payee, our prior approval is required, and a formal agreement must be signed by all relevant parties. Please inform your closing team as early as possible if this situation applies to your transaction. However, if the party receiving funds is an estate, the disbursement must be made to the estate and not any individual heirs or devisees.

If you are unable to wire your funds in advance of closing, you may submit payment by check or another accepted method—but it must be received in sufficient time to ensure the funds are fully cleared by the closing date. For example, if you send a personal or certified check, it will need to clear our account and become "good funds" before we can proceed with closing.

To avoid delays, please coordinate with your closing team to confirm when and how your funds should be submitted. Keep in mind that if funds are not cleared and available by closing, the transaction cannot be completed. Planning ahead is essential to ensure a smooth and timely closing.

Yes, if your mortgage payoff amount has not been provided to The Cooper Law Firm (CLF) by the time of closing, there will be a delay in the disbursement of your proceeds. In accordance with legal and closing requirements, CLF must have the exact payoff statement from your lender before releasing any seller funds. Until the payoff is received and confirmed, your proceeds will be held in escrow to ensure proper handling of all outstanding obligations tied to the property.

To avoid delays, it is important to coordinate with your lender as early as possible to request and authorize the release of your final payoff statement to our office. Your closing team can assist if you need help submitting that request or confirming its status.

If your buyer is closing through remote signing, it may affect the timing of when you receive your proceeds. A real estate transaction is not considered finalized until all parties have signed their required documents. If you sign before the buyer, your proceeds cannot be disbursed until the buyer has completed their remote signing and the closing is officially complete. This is because the transaction must be fully executed and all legal requirements met—including lender authorization and document verification—before funds can be released. Once the buyer has signed and the closing is finalized, your proceeds will be disbursed promptly in accordance with the agreed-upon method.

If you have concerns about timing or need to coordinate the receipt of your proceeds, feel free to contact your assigned Closer for updates and assistance.

For Buyers:

After closing, your Warranty Deed will be sent to the appropriate county office for recording. Once recorded, which typically takes one to two weeks, the original deed will be mailed to your home address. Your owner’s title insurance policy will either be provided to you at closing, e-mailed, or mailed to you along with the recorded deed. If you plan to apply for Homestead Exemption, be sure to contact your county tax commissioner’s office to file, as it can provide valuable property tax savings. Additionally, you will receive an email copy of your signed closing documents for your records.

For Sellers:

If any outstanding mortgage was paid off during the closing, your lender will send you any surplus escrow funds or overpayments within 2 to 6 weeks following the transaction. You will also receive an email with copies of your signed closing documents for your personal records.

Both parties should hold on to their documents and monitor their mail for follow-ups. If any issues arise, your closing team is available to assist you.

When will I receive my Warranty Deed?

After closing, your Warranty Deed we immediately electronically send the deed to the county where the property is located to be officially filed of record. Although sent electronically, the clerk of that court must still examine the deed and record it. This recording process varies by county but typically takes between 1 to 3 weeks. Once the county has completed the recording, the deed is returned to our office, where we scan it into our secure, state-of-the-art document imaging system for future reference and safekeeping. After it has been scanned and archived, we will mail the original deed to your home address for your records. This process ensures that your ownership is legally documented and easily accessible if ever needed in the future.

If you are unable to attend your scheduled closing in person, there are several alternative options available to help ensure your transaction proceeds smoothly. While it is always preferred to have all parties present, we understand that circumstances may not allow for that, and we are happy to accommodate you through other methods. If you anticipate needing a non-traditional closing, please notify your closing team as early as possible to avoid any delays.

1. Advance Signing for Sellers

Sellers may choose to sign their documents ahead of the scheduled closing date at no extra cost. If your documents can be prepared in advance—depending on your closer’s schedule and whether any lender-related forms requiring seller signatures are available—you can coordinate a time to sign early. The signed documents will be securely held in escrow until the closing date.

2. Use of a Power of Attorney (POA)

You may appoint someone to sign on your behalf using a Power of Attorney. This option requires thoughtful consideration, as your POA will be signing sensitive documents, and there may be tax and legal implications.

If a lender is involved, both the lender and our firm must approve the use of the POA and the individual chosen. Delay in providing this information can result in a delayed closing.
Existing POAs may be used but must be reviewed for compliance with Georgia law and the specifics of your transaction.

If you don’t have one, we can prepare a POA for you for a $50 drafting fee and $25 recording fee. Additional charges may apply if a mobile notary or attorney is used outside our office.

All POAs must be signed in front of a notary and a separate unrelated witness, and we must receive the original document before closing. A copy should be emailed in advance to your assigned Pre-Closer, and the notary must also submit a copy of your government-issued photo ID.

3. Remote Signing (“Mail-Out”) Closings

We can coordinate a remote closing through a third-party service, allowing you to sign your documents:

• With a mobile notary or attorney at a location of your choice
• At an approved attorney’s office near you
• Or at one of our title insurance partner’s offices in your area

Additional fees may apply, depending on your location, whether your state requires an attorney or title agent to be present, if more than one appointment is needed, and the cost of return overnight shipping. For accurate pricing, consult your closing team.

4. E-mail Closing (for Cash Buyers Only)

If you are a cash buyer, we may be able to send your closing documents via DocuSign for electronic signature. This option is not available for sellers or borrowers working with a lender.
No matter the option, it's important to coordinate early with your assigned closing team so that any required approvals, document preparation, and scheduling can be handled well before your closing date. This will help avoid any last-minute delays and ensure a seamless experience.

We are very sorry for your loss. When your spouse passes away and you held property together as joint tenants with right of survivorship (JTWROS), Georgia law allows the surviving joint tenant to automatically become the sole owner of the property. This is one of the main benefits of joint tenancy with right of survivorship: it avoids the need for probate and ensures a smooth transfer of ownership. However, to document and confirm this change in title, Georgia real estate law and practice require that the survivor sign an Affidavit of Death of Joint Tenant or similar affidavit as part of the sale process.

At Cooper Law Firm, we require this affidavit because even though the property automatically passes to you by operation of law, the county land records must reflect that the other owner (your spouse) has died. The affidavit serves as formal notice to the public and the title company that your spouse is deceased and that you are now the sole owner with full authority to sell the property. It also helps the closing attorney comply with title insurance requirements, ensuring the title is marketable and free of legal questions.

Under Georgia law, particularly the rules governing real estate title and conveyancing, any real estate sale must be supported by clear and updated documentation in the public record. When a seller was previously a co-owner with survivorship rights, the affidavit is necessary to "clear" the deceased owner's name from the title records. Without it, the county deed records would still show two owners, and the title company may refuse to issue a title policy until the matter is formally clarified.
The affidavit typically includes:

• Your spouse’s full legal name and date of death.
• A statement that you and your spouse held title as joint tenants with right of survivorship.
• A reference to the recorded deed establishing your joint ownership.
• A statement that the joint tenancy was never severed
• A statement that you did not kill your spouse with malice aforethought as required by the Georgia slayer statute
• A statement that you were not divorced at the time of her death
• A certified copy of the death certificate attached to the affidavit.

Once signed and notarized, this affidavit is recorded in the county where the property is located, along with the death certificate, to legally confirm the transfer of full ownership to you.
In short, while you legally became the sole owner of the property upon your wife’s passing, the affidavit is a necessary legal formality that allows Cooper Law Firm to complete the sale correctly, protect all parties involved, and ensure the deed reflects your sole ownership. If you need assistance preparing or recording the affidavit, Cooper Law Firm can handle that for you as part of your closing process.

The Cybersecurity Fee charged by Cooper Law Firm is a small but essential investment in the protection of your sensitive personal and financial information during the real estate transaction process. In today’s digital age, real estate closings are frequent targets of cybercrime, wire fraud, and identity theft. At Cooper Law Firm, we are fully committed to safeguarding your data, your money, and the integrity of your transaction. The cybersecurity fee helps us maintain and continuously enhance our advanced security infrastructure to meet these goals.

A portion of this fee goes toward maintaining private, encrypted data storage systems that house your personal and financial documents. These systems comply with stringent legal and cybersecurity standards, ensuring that your Social Security number, loan details, ID copies, and other private records are not accessible to unauthorized parties. Unlike generic email platforms or unsecured file-sharing services, our internal data systems are built specifically to protect against modern digital threats.

In addition, the cybersecurity fee supports real-time financial reconciliation tools, which allow us to closely monitor and track all funds moving in and out of our escrow and trust accounts. These systems allow us to detect any irregularities or unauthorized transactions immediately, providing an additional layer of protection for your closing funds. By reconciling financial activity on a live, rolling basis—not just at the end of each day—we significantly reduce the risk of theft or fraud impacting your transaction.

The fee also helps us verify the identities of all parties involved in the closing. We use trusted, secure identity verification tools to ensure that everyone signing documents—whether buyers, sellers, or agents—is truly who they say they are. This proactive measure is critical to prevent impersonation fraud, which has become one of the most dangerous and costly forms of real estate fraud in recent years. With identity thieves posing as sellers or buyers to divert funds or steal property, our ability to confirm identities with precision is a vital part of protecting your transaction.

Finally, the cybersecurity fee enables us to ensure that wiring instructions are sent securely and with maximum protection. We do not send sensitive wire information over unprotected email. Instead, we use secure portals, multifactor authentication, and verification protocols to confirm all wire instructions both when sending and receiving them. Before we initiate or approve any wire transfer, our team conducts manual verification through known, trusted contact methods, and our systems track the flow of funds from start to finish. This is essential for avoiding wire fraud, which can result in irreversible losses if funds are sent to the wrong party.

In summary, the cybersecurity fee supports a wide range of advanced technologies and procedures that allow Cooper Law Firm to uphold our promise of keeping your information private and your funds secure. It’s a small cost that plays a crucial role in ensuring a smooth, secure, and fraud-resistant real estate closing experience.

A tax sale property in Georgia refers to real estate that has been sold by a county government to recover unpaid property taxes. When a property owner fails to pay their property taxes, the county tax commissioner has the legal authority to auction the property at a tax sale, allowing the county to recoup the delinquent taxes. While buying property at a tax sale may seem like an inexpensive way to acquire real estate, these properties typically come with clouded titles, meaning the buyer cannot obtain clear, insurable, or marketable title immediately after purchase.

Under Georgia law (O.C.G.A. § 48-4-40 et seq.), a tax sale does not automatically extinguish the former owner’s interest. After the tax sale takes place, there is a mandatory 12-month redemption period during which the original owner (referred to as the “tax sale defendant”) has the right to redeem the property by repaying the delinquent taxes, interest, and associated fees to the purchaser. During this period, the buyer does not have full ownership and cannot take possession, make improvements, or transfer marketable title. If the former owner redeems the property, the tax sale buyer must return the property and will be refunded their investment, along with a premium as required by law.

Importantly, unless the county went to court and obtained a judicial tax foreclosure (a tax sale with confirmation and judgment)—which is uncommon—the title acquired at a tax sale is not marketable or insurable, even after the one-year redemption period has expired. That’s because the tax sale itself does not clear all prior claims, liens, or interests against the property, including rights of heirs, unknown parties, or lienholders who were not properly notified.

To convert the tax deed into marketable title, the tax sale buyer must take additional legal steps after the redemption period has passed and no redemption has occurred. There are two options:

1. Obtain a quitclaim or warranty deed from the original owner (tax sale defendant). This is the simpler and less expensive option, but it’s not always possible—especially if the prior owner is deceased, uncooperative, or cannot be located.
2. File a quiet title action “against all the world” in Superior Court. This is a formal court process under O.C.G.A. § 23-3-60 et seq., in which the tax deed holder sues all parties with a potential interest in the property to legally “quiet” any competing claims. This legal proceeding can take a year or more to complete and may cost several thousand dollars in legal fees, publication costs, and court expenses. Even then, the court must be satisfied that proper notice was given to all relevant parties and that the tax sale was conducted lawfully.

In summary, while tax sale properties in Georgia can be acquired for relatively low prices, the titles to these properties are usually clouded due to the original owner's right of redemption and the lack of judicial confirmation. Without clearing the title—either through a quiet title action or deed from the previous owner—the buyer cannot sell, insure, or develop the property confidently. Anyone considering investing in tax sale properties should consult with a real estate attorney, such as those at Cooper Law Firm, to understand the legal risks, timelines, and costs involved in securing clear title.