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Data room index

Data room index for real estate

A data room is only as good as its index. This page shows the complete structure that we use for real estate transactions: fifteen main chapters with the documents that an institutional buyer, its lawyer and its technical adviser actually request. You can adopt the structure, review it or have us implement it.

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Starting point

The structure determines pace and price

The first effect is economic. The index is not a filing problem but a pricing problem. A purchaser who cannot find a document does not assume that it has been filed badly. They assume that it is missing. Missing documents are reflected in the purchase agreement: as a purchase price reduction, as a warranty, as a retention amount or as a right of rescission. Each of these items costs more than the preparation that would have avoided it.

The second effect concerns timing. Due diligence runs in phases: first the advisers review, then they follow up, then they follow up again. A data room whose structure has to be explained first noticeably lengthens these loops. Follow-up requests accumulate, the Q&A phase drags on, signing is postponed. This delay falls within a period in which interest rates, market sentiment and the priorities of the investment committee can change.

The third effect concerns the quality of the review. An adviser who finds a familiar structure works towards completeness and identifies which item is still outstanding. Anyone working through a folder tree that has simply grown up over time reviews on the basis of suspicion. They ask broader questions, hedge more heavily and draft tougher warranties. The structure therefore governs not only the effort involved but also the stance taken by the other side.

In the German real estate industry, a largely uniform layout has become established for transaction data rooms. The structure set out below follows this widely used system. It adds four chapters that are regularly expected today: energy and ESG, financing, insurance and the documentation of the data room itself.

The structure

Fifteen chapters, two levels

The first level is the chapter, the second level the document class. For portfolios the entire tree is repeated for each property and supplemented by an overarching chapter. The documents listed are the items regularly requested in an institutional review.

01Property and master data

  • Property fact sheet with year of construction, types of use, areas and parking spaces
  • Property description and Exposé (sales particulars)
  • Site plan together with photographic and aerial documentation
  • Overview of areas and uses in accordance with the gif-Mietflächenrichtlinie (gif guideline on lettable areas) or DIN 277
  • Location and market information on the micro and macro location
  • Overview of ownership and corporate structures
  • Current valuation: market value report (Verkehrswert or Marktwert) stating the cut-off date, the valuation method and the assumptions
  • Mortgage lending value reports, where available
  • Cash flow model with assumptions on rent, vacancy, management and maintenance costs and exit

02Land and environment

  • Cadastral map, cadastral extract, official site plan
  • Survey documents, boundary records, encroachments
  • Extract from the contaminated land register
  • Soil and geotechnical reports, foundation reports
  • Certificate of clearance of ordnance
  • Hazardous substances register for the building covering asbestos, man-made mineral fibres, PCBs and PAHs
  • Bodenrichtwert information (standard land value)
  • Zoning for flooding, heavy rainfall and other natural hazards

03Ownership and Grundbuch (land register)

  • Complete extract from the Grundbuch (land register) with the schedule of plots and Divisions I to III (Abteilungen), stating the date of retrieval
  • Deeds of consent and referenced deeds for all entries in Divisions II and III
  • Easements, rights of way and utility easements, Reallasten (charges on land)
  • Rights of pre-emption, repurchase and acquisition
  • Erbbaurecht agreement with remaining term, ground rent under the Erbbaurecht and adjustment clause, Heimfall (reversion of the heritable building right) and compensation provisions, and consent requirements of the landowner (Sections 5 et seq. ErbbauRG)
  • For Erbbaurechte (heritable building rights), additionally: extract from the Erbbaugrundbuch (register of heritable building rights), extract from the Grundbuch (land register) for the encumbered property, evidence of ground rent paid under the Erbbaurecht
  • Teilungserklärung (declaration of division) and by-laws of the owners' association for Wohnungseigentum (apartment ownership) and Teileigentum (ownership of non-residential units)
  • Neighbour agreements and boundary arrangements
  • The current owner's purchase agreement with warranties and outstanding claims
  • Current register extract for the registered owner (commercial register, Gesellschaftsregister (register of civil-law partnerships), register of associations or register of foundations); in the case of a GbR, evidence of registration in the Gesellschaftsregister as an eGbR, which since 2024 has been a prerequisite for dispositions in the Grundbuch (land register) (Section 47 (2) GBO)

04Planning law

  • Flächennutzungsplan (preparatory land-use plan)
  • Development plan with written provisions and explanatory statement
  • Information on redevelopment, land reallocation and development areas
  • Redevelopment statute and redevelopment notice in the Grundbuch (land register)
  • Consent under urban redevelopment law pursuant to Section 144 BauGB or a certificate of non-applicability, information on the status of compensatory payments, and corresponding consent requirements in land reallocation and development areas
  • Erhaltungssatzung (conservation statute), Milieuschutz (social preservation rules) and conversion restrictions
  • Urban development agreements and servicing agreements (Erschließungsverträge)
  • Confirmation of site development and evidence of utility supply and disposal
  • Listed building protection: entry in the register of listed buildings, notices, conditions
  • Negative certificate regarding the municipal right of pre-emption

05Building permits and building regulations law

  • Building permit with the complete set of approved plans
  • Bauvorbescheide (outline planning decisions)
  • Amended building permits (Tekturen), addenda, exemptions and deviations
  • Conditions and the evidence of compliance with them
  • Acceptances, final acceptance certificate, occupancy acceptance
  • Approved changes of use and reconciliation with the actual use
  • Evidence of parking provision and payment-in-lieu agreements
  • Drainage permit, ventilation and thermal insulation certificates
  • Extract from the Baulastenverzeichnis (register of public-law building encumbrances) or a note that the federal state does not maintain such a register
  • Special permits under immission control law, water law, nature conservation law and hospitality licensing law

06As-built drawings and areas

  • Floor plans, elevations and sections in the updated as-built records
  • Structural calculations and structural member plans
  • Drawings of the building services: heating, ventilation, air conditioning, plumbing, electrical
  • Building specification and bills of quantities
  • Area calculation with measurement records and the basis of calculation
  • Reconciliation of the contractually agreed area with the measured area
  • Utility, cable and drainage plans
  • Digital building models and plan archive, where available

07Technical condition, fire safety, operator obligations

  • Technical condition reports and inspection records
  • Maintenance backlog and ten-year capital expenditure forecast
  • Fire safety concept, escape and rescue plan, fire brigade plans
  • Fire inspection records with lists of defects and evidence of rectification
  • Inspection reports for recurring inspections: lift, lightning protection, electrical installations under DGUV V3, emergency lighting, gates
  • Drinking water testing and legionella testing
  • Hygiene inspection of ventilation and air-conditioning systems
  • Risk assessments under the Betriebssicherheitsverordnung (Industrial Safety Regulation)
  • Warranty schedule with deadlines, guarantees and notices of defects
  • As-built documentation, maintenance records and operating manuals
  • Damage reports, remediation history and conversions carried out

08Leases and occupancy arrangements

  • Tenancy schedule with cut-off date, lease terms, options, indexation and weighted unexpired term
  • Leases as signed versions including all annexes
  • All addenda in an unbroken chain
  • Rent securities: guarantees, deposits, letters of comfort
  • Handover records, tenant fit-out agreements and reinstatement obligations
  • Rent adjustments, index notifications, exercise of lease options, terminations
  • Open items list and rent arrears
  • Service charge statements for the past three years for each rental unit
  • Subtenancies, non-competition clauses and continuous operating covenants
  • Vacancy overview, letting status, ongoing negotiations and incentives granted
  • Review notes on the form of long-term leases and, for older leases, on the written form requirement under Section 550 BGB
  • For residential use additionally: occupancy and rent restrictions with remaining term, funding commitments and loan agreements of the development banks, history of rent increases and the extent to which the Mietspiegel (local rent index) has been exhausted, modernisation surcharges under Section 559 BGB, information on the Mietpreisbremse (rent cap) and the previous rent, restrictions arising from an Erhaltungssatzung (conservation statute) or a conversion permit

09Property management, operating costs, contracts

  • Property and facility management contracts with terms and notice periods
  • Maintenance contracts for each technical installation
  • Cleaning, winter service, security and grounds maintenance contracts
  • Utility contracts for electricity, gas, district heating, water and waste
  • Telecommunications and fibre-optic agreements, roof space agreements for photovoltaics or mobile telephony
  • Schedule of operating costs with apportionment ratio and non-apportionable costs
  • Actual costs for the past three years and the current business plan
  • Maintenance planning and budget for the current year
  • Property management reporting for past periods
  • Where there is in-house management or building staff: documents for assessing a transfer of undertaking under Section 613a BGB in an asset deal
  • For Wohnungseigentum (apartment ownership): register of resolutions, minutes of the owners' meetings, annual service charge statements, level of the maintenance reserve, special levies resolved

10Insurance

  • Building and property insurance policies with sums insured and excesses
  • Natural hazard cover
  • Owner's liability insurance
  • Loss of rent and business interruption insurance
  • Insurance confirmations and evidence of premiums paid
  • Claims history for the past five years
  • Open insurance claims with status of settlement
  • Safety conditions imposed by the insurer and evidence of their implementation

11Taxes at property level

  • Property tax assessments and property tax value assessments
  • Assessments for property charges and municipal contributions
  • Development and frontager contributions, compensation amounts in redevelopment areas
  • VAT treatment per let area, declarations of option under Section 9 UStG
  • Overview of the adjustment periods under Section 15a UStG with remaining terms and assessment bases
  • Documents for assessing a transfer of a business as a going concern
  • Real estate transfer tax history of the property
  • Acquisition and production costs together with a depreciation schedule

12ESG, energy and climate

  • Energy performance certificate under the Gebäudeenergiegesetz (GEG), as a consumption-based or demand-based certificate
  • Energy consumption data for the past three years per utility, with meter structure and demarcation
  • Fact sheet on heat generation: age, energy source, share of renewable energy
  • Evidence of retrofitting and operator obligations, hydraulic balancing
  • Carbon costs of the property and their allocation under the Kohlendioxidkostenaufteilungsgesetz (Carbon Cost Allocation Act): the graduated model for residential buildings, an equal split for non-residential buildings, in each case with the basis of calculation and its implementation in the service charge statement
  • Decarbonisation pathway, stranding analysis under CRREM, action plan with cost estimate
  • Assessment against the EU taxonomy and data points for CSRD and SFDR reporting
  • Building certificates such as DGNB, LEED, BREEAM or QNG with validity and audit documents
  • Climate risk analysis for flooding, heavy rainfall, heat, storm and hail
  • Green lease clauses from the leases and provisions on collecting data from the tenant

13Financing

  • Loan agreements with addenda and refinancing agreements
  • Deeds creating the Grundschuld (land charge) and priority certificates
  • Security purpose declarations and assignments of rental and insurance claims
  • Pledges of accounts and shares in companies
  • Current balance confirmations and repayment schedules
  • Financial ratios and conditions from the loan agreement with evidence of compliance
  • Interest rate and currency hedging transactions
  • Bank confirmations of redemption amounts and consents to cancellation
  • Grant and subsidy notices with restrictions on use and remaining terms

14Company (in a share deal)

  • Articles of association or statutes in their current version
  • Extract from the commercial register and pending register filings
  • Unbroken chain of share transfers and current list of shareholders
  • Shareholder resolutions, rules of procedure, Prokura authorisations (statutory commercial powers of attorney), minutes of the management
  • Annual financial statements for the past three to five years
  • Tax assessments and tax audit reports
  • Shareholder loans, cash pooling, domination and profit transfer agreements
  • Contracts with tax advisers, accountants and auditors
  • Shareholder history for assessing real estate transfer tax periods and thresholds
  • Evidence relating to the erweiterte Gewerbesteuerkürzung (extended trade tax deduction) and to loss carry-forwards
  • Details of beneficial owners and documents from the anti-money-laundering check
  • Employment contracts, works agreements, pension commitments and an overview of the employees of the property company

15Litigation, history and data room administration

  • Overview of pending and threatened proceedings with the amount in dispute, current status and provision
  • Pleadings, judgments and settlements
  • Correspondence with authorities on conditions and enforcement orders
  • Earlier, superseded reports and valuations
  • Legacy contracts and expired agreements with continuing claims
  • Completeness matrix per chapter with status, source, responsible person and processing status
  • Q&A log with questions, answers and the time of publication
  • Activity log and index as at the closing cut-off date
  • Closing archive of the data room for the seller, the buyer and the advisers involved
Configuration

How deep does the index need to be?

Not every occasion requires the full tree. What matters is that the selected section is complete in itself and that the selection was made deliberately.

OccasionScopeEffort
Initial approach before the confidentiality agreementProperty fact sheet, site plan, photographs, tenancy schedule in aggregated form, key figures on the income position. Two to three chapters, no personal data, no contract documents.Low. The effort depends on whether master data and the tenancy schedule are available; where no procurement is needed, this section can be set up at short notice.
Red flag due diligenceGrundbuch (land register) with deeds, planning and building law and the status of permits, leases of the largest tenants, fire safety, contaminated land, financing security. Around six chapters at reduced depth.Moderate. The effort lies in the selection: which item is relevant to value and which is incidental.
Full due diligenceAll fifteen chapters, all addenda, referenced deeds for every Grundbuch (land register) entry, inspection and maintenance documentation, ESG data over three years.High. The greater part is accounted for not by sorting but by the procurement of missing documents from public authorities, property managers and service providers.
Portfolio transactionAn identical chapter tree for each property, with an overarching chapter above it containing the consolidated tenancy schedule, framework agreements, the structure of the property companies and the purchase price allocation.High, but with declining marginal effort. The structure is defined once and then replicated. Property identifiers and consistent naming are critical.
Permanent data room for the standing portfolioAll chapters, supplemented by inspection intervals, ongoing reporting, budget and forecast cycles and ESG time series. Documents are updated rather than frozen.High at the outset, then low on an ongoing basis. The transaction index can be compiled from a well-maintained portfolio without collecting documents again.
Refinancing or mortgagingFocus on income, security and physical substance: tenancy schedule, leases, Grundbuch (land register), valuation, insurance, construction and condition documents, operating costs.Medium. The structure follows the lender's document list; in this case it replaces the free design of the index.
Options

Where the index departs from the standard tree

The property level remains the same in all variants. What changes are the levels above and below it.

Share deal

The property level remains complete and unchanged, with the corporate level added above it. The relevant documents are held in Chapter 14. What changes is the process logic: in practice, the data room is opened in two stages.

  • Property level in phase one, corporate level after the term sheet
  • Separate access rights for tax and corporate data
  • Narrower group of recipients at corporate level, documented for each group
  • Tax documents often only after separate release by the seller
  • Separate Q&A threads for property and corporate questions

Portfolio

The first level of the index is the property, not the chapter. The complete tree is repeated for each property, with one chapter above it for everything that applies across all properties. Inconsistent property structures regularly prompt queries from the buy side.

  • Fixed property identifier and naming convention before the first upload
  • Consolidated tenancy schedule, portfolio overview and cash flow model in the overarching chapter
  • Portfolio-wide framework agreements for insurance, management and facility management
  • Completeness matrix of property against document class as a management tool
  • Provisions for properties dropping out and for a selective choice of buyers during the process

Project development and forward deal

The focus shifts from existing holdings to completion, cost and schedule risk. Chapters on existing building documents shrink; chapters on the construction contract and security grow.

  • Permit status with outstanding ancillary conditions, legal validity and actions brought by neighbours
  • General contractor agreement with the scope of works, variation provisions, dates and contractual penalties
  • Cost tracking in accordance with DIN 276, construction programme and progress reports
  • Performance and warranty bonds, completion guarantees
  • Pre-letting status, rental guarantees given by the seller, fit-out standards
  • Acceptance procedure, defects management and transfer of warranty claims

Sale out of fund assets

The property level is unchanged. Completion and timetable additionally depend on fund-level documents that do not appear in the standard tree and should be planned for early.

  • Investment terms and designated purpose of the fund assets
  • Ownership and trust arrangements, authority of the KVG (German investment management company) to represent and to dispose
  • Consent of the depositary under the KAGB
  • Valuations by the external valuers with valuation dates
  • Resolutions of the investment committee
  • Outsourcing and asset management agreements

Realisation of assets out of insolvency

The documentation is typically incomplete and the administrator's liability is limited. Alongside the property documents, the index therefore focuses above all on the completion conditions.

  • Order opening insolvency proceedings and certificate of appointment
  • Property-related extract from the Masseverzeichnis (schedule of assets) under Section 151 InsO
  • Consent of the creditors' committee to a private sale under Section 160(2) no. 1 InsO
  • Agreements with mortgage creditors holding a right to separate satisfaction, and releases of charges
  • Ongoing Zwangsversteigerung (compulsory auction) or Zwangsverwaltung (compulsory administration) proceedings
  • Liabilities of the insolvency estate arising from the property
  • Documented list of gaps in the state of the seller's documentation

Data room for existing holdings

Not deal-driven but oriented towards the life cycle: acquisition, operation, refurbishment, sale – with no need to rebuild at a phase change. Instead of a purely folder-based logic we work with document classes and attributes. The data room does not replace an archive under commercial or tax law.

  • For each document we record the property, class, validity, contracting party and status
  • Inspection, maintenance, termination and option deadlines are kept in a maintained overview
  • We carry forward consumption and ESG indicators as a time series over several reporting years
  • Retention and deletion rules for each document type, derived from your commercial and tax law retention periods (Section 257 HGB, Section 147 AO) and your deletion policy
  • Where a sale is pending, we compile the transaction-relevant documents from the existing holdings
In practice

The most common gaps

In our experience, these are the items most frequently missing. They are ordered by their effect on the process.

Implementation

How we set up the index

At the outset there is a completeness matrix: every chapter, every expected document class, together with status, source and responsible person. This matrix is the actual working tool. Week by week it shows which item is still outstanding, who is obtaining it and whether the source is a public authority, a manager or a service provider. In the end it becomes part of the data room itself and serves as evidence of what was made available at which point in time.

Files are named consistently before they are uploaded: chapter number, property identifier, document class, contracting party and the date of the document, not the date of the scan. A lease without addenda is marked as such, so that nobody later assumes the chain is complete. For portfolios the convention is established once and applied identically to every property, so that properties can be compared side by side.

New versions do not replace earlier ones silently. We create them as a version; the earlier version remains visible and dated. This matters because a later discussion about which status was in the data room at which point in time cannot be conducted without that history. The activity log accordingly records access, downloads and changes to permissions with a time stamp and user ID; it is maintained continuously and can be exported.

The data room does not replace an archive kept for commercial or tax purposes. You specify the retention and deletion periods for each document type, derived from your obligations under Section 257 HGB and Section 147 AO and from your deletion policy; we implement them technically.

We redact personal details in leases, tenancy schedules and correspondence before the release of the first phase, in so far as you so decide. It is customary to work with pseudonymised tenant designations in phase one and to open the unredacted versions only to a narrower group. We implement this decision technically and document which version was accessible to which group. Whether and to what extent redaction takes place is decided by you or by your legal advisers; we do not provide legal advice on this.

Before release, we review the data room from the other side's perspective: we log in with a test account for each group and check what that group actually sees. Only then does the data room go to the first bidder group.

Questions

Frequently asked questions about the index

Do you have to follow the market-standard structure?

There is no binding requirement. In institutional processes a largely uniform build is customary; a familiar structure reduces queries, because open items are immediately visible. A structure of your own is possible, but requires explanation and prompts broader questions.

You do not have all the documents. Should you wait before setting up the data room?

No. A data room with identified gaps is better than a late data room without gaps. We create the complete tree, mark the open items and work through them alongside the ongoing process. Open items that are identified in the index can be dealt with. Documents whose absence nobody notices end up being covered by warranties in the purchase agreement.

When should the data room be ready?

As a guide: around four weeks before the approach to the market. During this period, information is obtained from public authorities, property management records are consolidated and chains of addenda are checked. The procurement of documents is the slowest part, not the uploading. For portfolios and for properties with a long history we allow for more lead time.

How do you handle tenant data in the first phase?

We implement the separation through separate document versions and access groups and record which version was accessible to which group. The customary approach is described in the section on implementation. The data processing agreement under Article 28 GDPR, which we conclude with you before uploading begins, governs our relationship with you as the operator of the data room. Which personal data are disclosed to bidders is decided by you as the controller, or by your legal advisers.

Can the transaction index be derived from an existing data room?

Yes, provided the portfolio is maintained using document classes and attributes. In that case we compile the transaction-relevant documents from the portfolio and transfer them into the transaction tree instead of collecting them again. That is precisely what the portfolio data room is intended for. If the portfolio has merely grown as a folder store, the effort is much the same as building from scratch, because every document has to be allocated individually.

STRATON Datenraum

Your data room is ready within a few days

Tell us the occasion, the size of the property or portfolio and the timetable. You will receive a response and a fixed-price offer within one working day – without obligation.

Submit an enquiry +49 (0)8123 88 300 10
Reply within one working day Operated in a data centre in Germany A data processing agreement for every data room Confidentiality, NDA on request