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STRATON Datenraum

Process and set-up

Technically, a data room is created in a short space of time. It only becomes useful through its structure and through the documents it contains. This page describes how we proceed, what we need from you and what timescales you should expect.

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Starting position

How quickly a data room is ready

Setting up the platform itself takes hours, not days. The effort lies elsewhere: in defining an index structure that fits the property and the transaction type, in procuring the documents from scattered sources and in filing them properly. If this work is only made up during due diligence, it costs time and leads to follow-up questions from interested parties.

How long the preparation takes depends on five factors.

First, on the number of properties. A single existing building behaves differently from a portfolio of twenty real properties, in which every property file must be given the same structure.

Secondly, on the type of transaction. In a share deal, the full corporate level is added. In a forward deal, construction contracts, security and the project timetable take the place of the documentation on the existing building.

Thirdly, on the condition of the documents: are the leases available signed and with all addenda, or only in draft form? Have the as-built drawings been updated? Is there a current fire safety concept?

Fourth, on the supply of documents by third parties: property management, facility management, tax advisers, lawyers and public authorities. In practice this point determines the overall duration.

Fifthly, on your own internal approvals. The Anlageausschuss, the investment committee or the advisory board meet on fixed dates. In the case of regulated vehicles, the consent of the depositary and the acquisition or disposal valuation by external valuers are also required, and that valuation in turn presupposes a complete set of documents. These dates help determine the timetable and belong in the milestone plan from the outset.

As a guide: an individual property with well-ordered files can be transferred into a robust data room in a good two to three weeks. Where documentation is incomplete, or in the case of portfolios, four to eight weeks is realistic. You can also open the data room earlier and populate it in parallel, provided it is clearly documented which chapters are still outstanding. What you should avoid is a data room that suggests completeness without having it.

Approach

Seven steps from the initial discussion to the archive

The process is the same in every project. The effort per step shifts with the number of properties, the transaction type and the state of the files.

Initial consultation and objectives

At the outset there is no system access, but rather clarification of the purpose. We discuss what the data room is to achieve: a sales process with several bidders, a financing enquiry to banks, ongoing portfolio documentation over the holding period, or a realisation of assets in insolvency proceedings. Structure, permissions concept and phase model follow from this. At the same time we clarify the timeframe, the intended group of addressees and the question of which information is only to become visible once a confidentiality agreement has been signed. Your own committee dates also belong in the milestone plan from the outset. Before the first upload, we conclude the data processing agreement under Article 28 GDPR.

  • Define the purpose: transaction, financing, ongoing portfolio management or realisation of assets
  • Determine the transaction type: asset deal, share deal, portfolio, forward deal
  • Timetable and milestones, in particular the date of the approach to the market
  • Include your committee and approval dates in the schedule
  • Recipients and phase model: what interested parties see and when
  • Appointing project leads on both sides
  • Data processing agreement and register of document sources

Defining the index structure

The index determines the quality of the entire data room. The basis is a chapter tree following real estate industry classification, as used in institutional due diligence processes. We supplement it with the chapters that are often only sketched out there: insurance including the claims history, operating costs and recoverability, ESG and energy, and the property management contracts with their notice periods. In a share deal we set up the corporate level as a second main branch: articles of association and shareholders' resolutions, extract from the Handelsregister (commercial register) and shareholding history, annual financial statements for the last three financial years, tax returns and tax audit reports, loan and security agreements, and consent and change-of-control clauses in leases, loan agreements and service contracts. For the real estate transfer tax review, the shareholding history of the past ten years is also required. In the case of a portfolio, each property becomes a first index level and is given the same chapter tree, supplemented by an overarching chapter for consolidated analyses and framework agreements. Where there is an Erbbaurecht (heritable building right), we set up a separate chapter: the Erbbaurecht agreement with addenda, the ground rent under the Erbbaurecht and the adjustment clause, consent requirements for disposal and encumbrance, and Heimfall (reversion of the heritable building right) and compensation provisions. For Wohnungseigentum (apartment ownership) and Teileigentum (ownership of non-residential units), the following are added: the Teilungserklärung (declaration of division) with the community rules, the Aufteilungsplan (division plan) and the Abgeschlossenheitsbescheinigung (certificate of self-containment), the register of resolutions, the minutes for the last three years, the annual budgets (Wirtschaftspläne) and annual service charge statements, the level of the maintenance reserve, the special levies resolved upon, the management contract and any consent to disposal under Section 12 WEG. The classification is aligned with institutional review processes so that reviewers on the investor side can find their way around the index quickly.

  • A chapter tree following real estate industry taxonomy as the basis, extended for the individual property
  • Add the corporate level for a share deal, chapter 0 for a portfolio
  • Separate chapters for Erbbaurecht (heritable building right) and for Wohnungs- und Teileigentum (apartment and part ownership)
  • Defining property IDs and a uniform file naming convention
  • Differentiating the ESG, insurance and operating cost chapters
  • Setting up the completeness matrix: property by document class
  • Agreeing the index with you and, where applicable, your adviser

Setting up the data room and creating roles

We set up the data room on our own infrastructure in a data centre in Germany and transfer the agreed index into the folder tree. We use the data centre as colocation: the operator provides space, power and connectivity, and we operate the systems ourselves. The operator is named as a subcontractor in the data processing agreement. We then create the roles and permissions concept. Permissions are allocated by group, folder and document, following the need-to-know principle. Separate bidder groups do not see one another. We configure the visibility of dynamic watermarks, the settings for viewing, download and printing, and the Q&A module with topic categories and responsibilities. The activity log runs from the first access onwards.

  • Setting up the instance, transferring the index into the folder tree
  • Create groups: sell side, advisers, bidder groups, lenders
  • Permissions per folder: view only, download, upload, administration
  • Defining watermarks and printing and download rules for each group
  • Create access on a named-person basis, keep administrator accounts separate
  • Configure Q&A categories, subject-matter leads and the release path

Collecting and classifying documents

This is the most labour-intensive step. The documents are rarely held in one place: the extract from the Grundbuch (land register) and the land register file at the Grundbuchamt (land registry), usually obtained via the notary; the purchase agreement at the notary or in your legal department; leases, tenancy schedule and service charge statements at the property management; maintenance and inspection records at the facility services provider; tax assessments at the tax adviser; building permits and official information at the competent authorities. We approach these sources, provided you authorise us to do so, and take over the holdings in whatever condition they are in. We then classify each document, name it in accordance with the agreed convention and add the necessary metadata. Large holdings are uploaded in bulk; scans are made searchable by optical character recognition (OCR).

  • Requirements list by source: property management, FM, tax adviser, lawyer, authorities
  • Transfer in any format: folder structures, archives, individual files, scans
  • Bulk upload, optical character recognition (OCR) for scanned documents, full-text indexing
  • Substantive classification of every document rather than filing by file name
  • Tenancy schedule as at the cut-off date, reconciled with the leases: areas, lease terms and options, indexation, rent-free periods and contributions, arrears, vacancy and rent security including the whereabouts of the original guarantee documents
  • Clarifying version status: the signed version rather than a draft
  • Consolidating chains of addenda to leases and checking them for completeness

Checking for completeness and personal data

Before opening, we go through the holdings against the completeness matrix and draw up a list of missing items. The same items are missing again and again. In the case of the Grundbuch (land register), these are the Eintragungsbewilligungen (consents to registration) from the land register file: the content of easements, Reallasten (recurring charges on land) and Grundschulden (land charges) is only set out there, not in the extract for Divisions II and III. Where Grundschulden (land charges) are still secured by outstanding debt, the security purpose declarations, outstanding balances and consents to cancellation needed for the release of encumbrances are also required. Frequently missing, too, is the extract from the Baulastenverzeichnis (register of public-law building encumbrances) – and, in Bavaria and Brandenburg, where the Baulast (public-law building encumbrance) does not exist, the review of the corresponding easements in the Grundbuch (land register) and of the older entries from the period before 1994. The same applies to Tekturen (amended building permits), evidence of compliance with conditions and permits for changes of use. In the case of the leases, addenda that have been signed or agreed in text form are missing, because gaps in the chain of addenda can affect the binding term of long-term leases (formal requirements under Section 550 in conjunction with Section 578 BGB; for commercial tenancies, text form has been sufficient since 1 January 2025, and transitional issues arise for existing agreements). The legal assessment is a matter for your adviser. We make sure that the chain is held in the data room in full and with dates. In addition, the tenancy schedule and the actual portfolio of contracts frequently do not match, or the originals of guarantees cannot be located. Recurring inspections and maintenance records arising from operator responsibility are missing, as is consumption data by utility over three years. Separately, we request the enquiries with the longest turnaround times at an early stage: the contaminated land and soil protection registers as well as suspected ordnance, listed building status and permits under listed building law, notices on development, frontager and commutation charges, notes relating to urban redevelopment and land reallocation law, the certificate on the municipal right of pre-emption, and the energy performance certificate under the Gebäudeenergiegesetz (GEG, Buildings Energy Act), which must be presented and handed over on a sale. In parallel, we review the holdings for personal data. Tenant data, personnel records and correspondence are redacted or pseudonymised before the first phase, to the extent that they are not required for the review.

  • Reconciliation against the completeness matrix, documented list of missing items
  • Targeted follow-up requests for outstanding documents with a deadline and assigned responsibility
  • Land register file relating to Divisions II and III, and consents to cancellation for the release of encumbrances
  • Indication of typical gaps: public-law safeguards, changes of use, form and dating of the addenda
  • Discrepancies between the tenancy schedule and the leases actually held, and the whereabouts of the original guarantees
  • Initiate authority enquiries with long lead times early, review the energy performance certificate
  • Check for personal data, redaction before release
  • Determine which chapters are visible in phase 1 and which only later
  • Visual check from the user's perspective for each group before opening

Releasing users and going live

Users are activated only when you instruct us to do so. We set up access group by group, reconcile it against the confidentiality agreements on file and send out the invitations. Before dispatch, we check each group in the view that the respective user will actually receive, so that no release inadvertently extends too far. External users require no training; where desired, we take your team through the structure, the Q&A and the analyses in a short session. From that point on, the reports show you who has reviewed which area and to what extent.

  • Recording user lists per group, comparison with the confidentiality agreements
  • Checking visibility from the perspective of each individual group
  • Sending invitations, supporting the first log-in
  • Short briefing for your team, naming of a contact person for queries
  • Set up activity reports: who views which area and how intensively
  • Groups and permissions can also be adjusted while the process is running

Operation, Q&A, completion and archive

While the process is running, we manage the data room. Questions from interested parties come in centrally via the Q&A module, are categorised, distributed to the responsible specialists on your side and answered once you have released the answer. You decide for each question whether the answer is made accessible only to the party asking or to all groups. Documents supplied later are filed on an ongoing basis without changing the structure. At the phase change we open up further chapters. Once the process has been completed, the data room is closed and transferred into a signed archive: the complete set of documents with the index, the Q&A history and an extract from the activity log, handed over as a closed package. The archive documents which party was able to view which document and when, and remains readable independently of our system.

  • Q&A management: categories, responsibilities, deadlines, release by you
  • Visibility of the answers for each question: the questioner or all groups
  • Ongoing classification of documents supplied later, version control
  • Phase change: further chapters are activated on your instruction
  • Closing the data room, withdrawal of all external access
  • Signed closing archive with index, Q&A history and log extract
Your side

What we need from you

Most of the work rests with us. Even so, there are three points at which it cannot be done without your involvement.

First, we need a fixed contact person on your side with authority to make decisions. Second, permission to approach your service providers directly. A short message from you to the property management, facility management and tax adviser confirming that we may request the documents considerably speeds up procurement, because queries about authorisation are avoided. Third, your decisions as to which information becomes visible, when and to whom.

You supply documents in the condition in which they exist. You do not have to sort, rename or pre-structure anything. Unordered holdings are the normal case for us, not the exception. Please do not sort anything out either: we remove anything that, in professional terms, does not belong in the data room; what you sort out in advance we never see.

Our side

What you receive from us

You do not receive an empty folder tree with login details, but a data room that has been set up, populated with documents and checked, and whose structure institutional reviewers will recognise. It is built by real estate specialists, not by a support team with a ticket number.

Set-up includes the documentation: the roles and permissions concept in written form, the completeness matrix with the outstanding list of missing items, and a status report showing which chapters are robust and where further work is required. The list of missing items shows you at which points in the due diligence follow-up questions are to be expected.

In day-to-day operation you have a dedicated contact person who knows your property. We are a small, specialised team. That means short lines of communication, direct availability and the same contact from the initial consultation through to the handover of the archive.

Defining the boundaries is part of this: we review the state of the files, not the legal position. The legal assessment remains with your advisers.

Planning

Typical timeline

The figures are based on experience with a single existing property with an average documentation position. Steps two to four run partly in parallel; the sum of the individual figures is therefore not the total duration. In the case of portfolios, share deals or incomplete documentation, it is above all steps four and five that take longer. These are planning figures, not committed deadlines.

StepDurationWho
Initial consultation and objectives1 working dayYou and us
Defining the index structure1 to 3 working daysWe, in coordination with you
Setting up the data room and creating roles1 to 2 working daysWe
Collecting and classifying documents5 to 20 working daysYour sources supply the documents, we classify them
Checking for completeness and personal data2 to 5 working daysWe, with queries to you
Releasing users and going live1 working dayWe, following your release
Operation, Q&A, completion and archiveTerm of the process, archiving 2 to 5 working daysUs, with answers provided by your subject-matter leads
Starting positions

If something already exists

Not every project starts from scratch. Four starting positions occur regularly.

Taking over an existing data room

You already run a data room with another provider but are not satisfied with the structure, the support or the cost position. We take over the existing content, compare the existing structure against the classification system used in the real estate industry and rebuild it wherever it does not hold. Whatever is usable in the legacy system in terms of structure and naming we adopt, insofar as the previous provider exports it.

  • Export at the previous provider, takeover with the structure so far as it can be exported
  • Review of the existing structure, restructuring only where substantively necessary
  • Transfer of the Q&A history, to the extent it can be exported
  • The permissions concept is built anew; historically grown releases are not carried over

Migration from cloud storage

The holdings sit in general cloud storage or on a network drive, having grown over the years, with duplicates, unclear version statuses and file names that only the person who created them understands. We take over the entire folder tree, clean it up and transfer it into the index structure. A folder tree is not a data room, because it lacks any allocation of permissions, logging and traceability.

  • Transfer of complete folder trees and archives, including large holdings
  • Duplicate detection, clarification of version status, consistent naming
  • Optical character recognition (OCR) for scans, build of the full-text search across the entire holdings
  • Separation of working drafts and documents ready for release

Digitisation of paper documents

Building files, lease folders and correspondence with public authorities exist in paper form, often spread across the property, the management office and the archive. We organise the digitisation, make the scans searchable by optical character recognition (OCR) and place them in the index. We engage the scanning service provider as a sub-processor under Article 28 GDPR. It is named in the data processing agreement, works in Germany, and the transport and whereabouts of the originals are documented. With old building files, this is often the point at which it becomes apparent which permits and addenda actually exist and which were merely assumed to exist.

  • Recording of the paper holdings, agreement on scope and sequence
  • Scanning including large-format drawings, optical character recognition, keyword indexing
  • Substantive classification within the index rather than filing as a combined PDF
  • Scanning service provider as a named sub-processor, transport route documented
  • Return or retention of the originals as you specify

Realisation of assets out of insolvency

In addition to the property chapter there are the order opening insolvency proceedings and the certificate of appointment, the extract from the Masseverzeichnis (schedule of assets) relating to the property, the status of the mortgages and land charges together with the rights to separate satisfaction and any redemption agreements, pending enforced sale and receivership proceedings, and evidence of the required consent of the creditors' committee. The debtor's documents are regularly incomplete; here the documented list of missing items is the real benefit of the set-up.

  • Proceedings documents: order opening the insolvency proceedings, certificate of appointment, extract from the Masseverzeichnis (schedule of assets)
  • Document Grundpfandrechte (land charges and mortgages), rights to separate satisfaction and redemption agreements
  • Reflect pending Zwangsversteigerung (compulsory auction) and Zwangsverwaltung (compulsory administration) proceedings
  • Provide evidence of the creditors' committee consent requirements in the index
  • Reconstruction from scattered remaining documents, list of missing items as a working basis
Frequently asked questions

Questions about the process

How early should we begin the set-up?

We recommend starting at least four weeks before the planned approach to the market, and rather eight weeks for portfolios and share deals. The reason lies not in the technology but in the supply of documents: information from public authorities, for example on public-law encumbrances, contaminated land and permits, as well as documents from service providers, have lead times of their own that cannot be accelerated. Added to this are your own committee and approval dates. Anyone who builds the data room only once due diligence has begun runs the process on an incomplete basis and has to keep supplying documents as they go.

Can we start even though documents are missing?

Yes, that is the normal case. Completeness at the time of opening is rare. What matters is that the gaps are known and documented: we work with a completeness matrix and identify open chapters as open rather than concealing them. This allows you to start the process and supply outstanding documents in parallel. The only problematic data room is the one whose gaps are not identified. For disclosure purposes, moreover, what matters is not only that a document is held in the data room, but also when it was uploaded and who was able to see it. The activity log records both. Whether a document is specifically drawn to attention beyond simply being uploaded is for you to decide with your legal adviser; the structure of the data room is intended to provide the basis for this, not to replace it.

Who maintains the data room during ongoing operation?

As a rule, we do. You supply documents submitted later and the substantive answers to Q&A questions; we take care of classification, the allocation of permissions, deadline monitoring and reporting. If you would rather run the data room yourself, that is also possible; we then set it up, train your team and remain available for questions. It is possible to switch between the two models during an ongoing project.

What happens once the transaction has completed?

The data room is closed, all external access is withdrawn, and you receive the signed closing archive. We then delete the data in our system in accordance with the periods agreed in the data processing agreement. Alternatively, we continue to run the data room as a portfolio data room, so that the documentation is maintained throughout the holding period and no rebuild is needed on the next sale.

What does the set-up cost?

The price is based on the effort involved, not on a list of packages. The decisive factors are the number of properties, the volume and condition of the documents, the transaction type, the depth of support required and the term. Following the initial consultation and a brief review of the existing holdings, you receive a proposal with clearly separated items for set-up, digitisation and ongoing operation. Price on request.

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