Offering Memorandum Checklist

How to use this checklist

This checklist is for the hour before a memorandum goes to an investor. It assumes the document is written and you are verifying it, not drafting it.

Three suggestions.

Run it as a sequence, not a scan. The sections are ordered so that errors found early do not require redoing later checks.

Assign the cold read to someone uninvolved. The person who built the document cannot see what is missing from it. This is the single highest-yield item here.

Record what you catch. If the same category of error appears three listings in a row, the problem is in your process, not your proofreading. Fix the upstream cause.

For the content decisions behind these checks, see how to create an offering memorandum.

Source data and documents

Verify that everything the memorandum asserts has a source you could produce on request.

• Rent roll is current and dated within the last 30 days
• Trailing 12-month operating statement is complete and covers a stated period
• Lease abstracts exist for every tenant referenced in the document
• Property tax figures match the current assessment, not a prior year
• Survey, site plan, and floor plans are the most recent versions
• Photography is current and represents the asset as it stands today
• Environmental or engineering reports are referenced accurately if mentioned
• Capital expenditure history reflects work actually completed
• Every demographic and market statistic has a named source and date
• Comparable sales and leases are verifiable and correctly dated

The date checks matter more than they appear to. A memorandum citing 2023 demographics in 2026 tells an investor the document was assembled rather than researched.

Content completeness

Confirm nothing structural is missing.

• Cover page with property image, address, and confidentiality notice
• Confidentiality and disclaimer statement immediately following the cover
• Table of contents accurate and matching actual page numbers
• Executive summary with price, cap rate, net operating income, size, and occupancy
• Investment thesis stated explicitly, not implied
• Three to seven specific investment highlights
• Property overview with parcel, zoning, size, year built, and condition
• Tenancy section with rent roll and expiration schedule
• Financial section with actuals and pro forma clearly separated
• Market section with submarket data and comparables
• Offering process with timeline and contact details
• Back cover with disclaimers and licensing information

Also confirm the obvious objection is addressed somewhere. Short remaining term, tenant concentration, deferred maintenance, soft submarket. If the document is silent on the thing a buyer will notice first, the omission reads as evasion.

Financial accuracy and reconciliation

This is the section where errors are most expensive. Check every item.

• Rent roll total reconciles to the income line in the operating statement
• Occupancy percentage matches the tenancy detail
• Square footage is identical everywhere it appears, including maps and tables
• Unit or suite counts match between the rent roll and property overview
• Net operating income is consistent in the executive summary, financial section, and any charts
• Cap rate calculates correctly from the stated price and net operating income
• Price per square foot or per unit calculates correctly
• Actuals and pro forma are clearly labeled and never blended
• Every pro forma assumption is stated: market rent, vacancy, expense growth, management fee, reserves
• Expense categories tie to the operating statement
• Lease escalations and option terms match the underlying leases
• Expiration dates are correct, including renewal options
• Any adjustment or normalization is explained in a note

The reconciliation checks are the ones to run twice. A buyer who finds a net operating income figure that differs between page 3 and page 19 will discount every other number in the document, and they will mention it during negotiation.

Design and brand consistency

• Logo placement, size, and version consistent on every page
• Typography and heading hierarchy consistent throughout
• Color palette matches brand standards
• Financial tables legible at print size and on a tablet screen
• Maps at appropriate zoom levels with readable labels
• Photography consistently edited, no mixed color treatment
• Page numbers present and correct
• No orphaned headings or awkward page breaks in tables
• Contact block correct on cover, offering process page, and back cover
• Agent names, titles, license numbers, and phone numbers verified
• File name follows your naming convention and includes a version marker

Verify the contact details specifically rather than glancing at them. A memorandum with a former colleague's phone number is a common and embarrassing error.

Legal and compliance

• Confidentiality statement present and matches counsel-approved language
• Disclaimer language complete and unedited
• Correct legal entity named as seller or owner
• Brokerage license information present as required in your jurisdiction
• No representations or warranties implied by the narrative language
• Statements about condition, entitlements, or permitted use are accurate and qualified
• Forward-looking projections are labeled as projections
• Any third-party data used with permission and attributed
• Tenant information disclosed at a level permitted by the leases
• For confidential offerings: the teaser version contains no tenant names, rents, or sensitive terms, including in chart labels, image captions, and document metadata

That last item catches real leaks. Redacted versions built by hand routinely retain confidential detail in places nobody thinks to check.

The final pass before you send

Twenty minutes, done properly.

1. Read it cold, front to back, as an investor would. Not scanning for errors, reading for sense. Does the story hold together? Does the thesis survive the financials?
2. Check every number in the executive summary against its source in the body one more time. These are the figures most likely to be quoted back to you.
3. Open it on a phone. A meaningful share of first reads happen on mobile.
4. Print two pages, the executive summary and the main financial table. Print reveals table legibility problems that screens hide.
5. Click every link if the document contains any, including the property website.
6. Confirm the file is the version you intend to send. Check the version marker, not the file date.

Making the checklist enforceable

A checklist that depends on memory decays within a quarter. Two ways to make it stick.

Build the checks into the workflow. Approval steps that must be completed before a document can be exported or shared are more reliable than a document everyone agrees is important.

Eliminate the checks you can. Most items in the financial reconciliation section exist because the same numbers are entered in multiple places. When every section derives from one structured listing record, inconsistency becomes impossible rather than merely unlikely, and the checklist gets shorter. That is the core argument for Offering memorandum software over document assembly by hand.

The errors this checklist catches are covered in more depth in our common OM mistakes guide, and the structural decisions behind the content are in our offering memorandum template outline. If the memorandum is part of a wider launch, AI-powered commercial real estate marketing software covers keeping every asset in sync.

To see how many of these checks disappear when the data layer is shared, try with one listing or book a demo with a memorandum you have already produced and compare. More detail on Offering memorandum software.