Every owner’s hold ends, and when it does, someone else reads the building. A buyer’s technical adviser walks the roof, opens the plant rooms, asks for maintenance records, compliance certificates and drawings, and writes a report. The report goes to the buyer’s board, lender and lawyers. Its findings become negotiating points.
The owner who sells is, in effect, being examined on the decisions made during the hold. Most do not prepare for the exam.
What the buyer looks for
A buyer’s adviser is looking for three things. First, near-term capital needs that the buyer will have to fund soon after settlement. Second, deferred works that suggest the building has been under-maintained. Third, uncertainty: things that cannot be confirmed from the documents and site visit, which the buyer will either price conservatively or require the seller to resolve.
Each of these becomes money. Near-term works are usually deducted. Deferred maintenance can reduce confidence in the whole asset. Uncertainty is priced at its pessimistic end, because the buyer carries the risk after settlement.
Uncertainty is always priced by the party that will carry it. At sale, that party is the buyer, and buyers are not optimists.
The documents a buyer’s adviser asks for
Whatever the market, the adviser’s first request is for documents, and the speed and completeness of the answer is itself evidence about how the building has been run.
| Document | What it tells the buyer | If it is missing |
|---|---|---|
| Compliance certificates and fire safety statements | Statutory systems are maintained and certified | Assumed non-compliant until shown otherwise |
| Maintenance logs and service contracts | How plant has been looked after, and by whom | Plant life is read from age alone, usually pessimistically |
| Hazardous materials register | What is present and how it is managed | A survey becomes a condition of exchange |
| Warranties and recent works | What has been renewed and what is guaranteed | Recent works are discounted as unproven |
| Energy ratings and benchmarking | Performance and exposure to performance rules | The buyer prices the worst plausible rating |
| A current capital register | The decade’s capital position, with its evidence | The buyer builds one, from a sceptic’s brief |
Moyne Ross practice. Due diligence scopes follow RICS, ASTM E2018 or local practice; see Due Diligence Across Three Markets.
The last row is the one owners can do most about. A register prepared before sale does not stop a buyer commissioning their own, but it changes the conversation from discovery to verification.
Surprises cost more than facts
A known, well-explained capital requirement is usually priced close to its expected cost. The same requirement discovered late in a sale process can cost more, because it raises the question of what else might be missing, compresses the timetable and shifts negotiating power to the buyer. This is the practical meaning of deferred maintenance as debt: the statement arrives at the worst moment.
The record as an asset
An owner who has kept a living record of the building can sell it differently. The capital position is known and explained. Past works are documented. Deferral decisions are recorded with their reasons. Uncertainties have been investigated or are clearly described. The buyer’s adviser can verify rather than discover.
Vendor due diligence is the formal version of this, common in larger transactions in Britain and increasingly elsewhere. But a full vendor report is not the only route. A capital register maintained through the hold provides much of the same benefit, and it is ready when the decision to sell is made.
A pre-sale reading
Twelve to eighteen months before a likely sale, an owner can read the building as a buyer’s adviser would. Which first-year items would be flagged, and can they be resolved or explained? Which uncertainties would be priced pessimistically, and could a modest investigation narrow them? Which compliance records are missing or out of date? Which deferrals would look like neglect without their reasoning? Which warranties, drawings and certificates are in the data room, and which are in someone’s head?
The answers usually produce a short programme of cheap, high-value actions. Completing them before marketing tends to repay itself many times over in a calmer process and a firmer price.
Planning for the reader
The useful habit is to read the building periodically as a buyer would, well before any sale. What would an adviser flag? Which uncertainties could be resolved cheaply now? Which deferrals would be hard to explain? Which records are missing? Answering these questions during the hold costs little and protects price at exit.
It also improves the hold itself. Most of what a buyer wants to know is exactly what an owner should want to know anyway.
Sources
Named sources consulted for this paper. Consequential claims link to their source in the text. Reviewed 3 November 2026; next review by 3 November 2027.
- Royal Institution of Chartered Surveyors, RICS. Accessed 3 November 2026.
- Technical due diligence of commercial property, first edition, RICS professional standard, RICS. Accessed 3 November 2026.
- E2018 revision, ASTM International. Accessed 3 November 2026.
Questions
Does vendor due diligence increase sale price?
It does not change the building, but it can reduce surprise, shorten negotiations and stop uncertainty from being priced at its worst case. The benefit depends on the quality and independence of the information.
What records should an owner keep for an eventual sale?
Maintenance and works history, compliance and certification records, drawings, warranties, surveys and a current capital plan explaining what is due, what was deferred and why.