The short answer
No. Reg. section 1.1031(k)-1(g)(4)(v) requires that 'all parties to that agreement are notified in writing of the assignment on or before the date of the relevant transfer'. It asks for notice, not consent, and the regulation's own example involves a buyer who 'is unwilling to participate in a like-kind exchange'. Deliver the notice before closing in a way you can prove, and the exchange works. The real risk is a contract that bars assignment without the buyer's consent, which is a contract-law question for your attorney.
At a glance
| What the rule requires | Written notice of the assignment to every party to the contract |
|---|---|
| Deadline | On or before the date of closing |
| Buyer signature | Not required by the regulation |
| Buyer consent | Not required by the regulation; your contract may say otherwise |
| Best evidence | Delivery receipt, email record or the closing agent's file copy |
| Buyer's cost | None under the regulation; the deed still runs from you to the buyer |
The rule asks for written notice, and a countersignature is only proof of delivery
The assignment is how your intermediary becomes a party to the sale. Under paragraph (g)(4)(v), an intermediary 'is treated as entering into an agreement if the rights of a party to the agreement are assigned to the intermediary and all parties to that agreement are notified in writing of the assignment on or before the date of the relevant transfer of property'.
Nothing in that sentence requires the buyer to sign, approve or acknowledge anything. Intermediaries ask buyers to countersign because a signature is the easiest proof that notice arrived. If the buyer refuses, the job is simply to deliver the notice another way and keep the evidence.
The regulation's own example uses a buyer who wants nothing to do with the exchange
Example 4 in paragraph (g)(8) begins with B agreeing to sell property X to D. 'However, D is unwilling to participate in a like-kind exchange.' B signs an exchange agreement with intermediary C and assigns C its rights in the contract with D.
On the closing date, 'B notifies D in writing of the assignment' and deeds X to D. The regulation concludes that because 'D and E were notified in writing of the assignment on or before the transfer', C is treated as entering into the agreement and the exchange qualifies. D never signed anything for the exchange; D was told.
Worked example: delivering notice to a buyer who refuses to sign
Hypothetical; dates are illustrative. Your sale closes on a Friday. On Monday the intermediary sends the buyer's attorney a notice of assignment for countersignature; by Wednesday the buyer has refused, saying it wants no part of your exchange.
- Wednesday: you or the intermediary email the signed notice to the buyer and the buyer's attorney, and send it by overnight courier with tracking to the buyer's notice address in the contract.
- Thursday: the closing agent receives a copy with the closing instructions naming the intermediary as payee of the net proceeds, and places it in the closing file.
- Friday: you deed the property to the buyer as usual, the closing agent wires the net proceeds to the intermediary, and the courier receipt and emails go into your exchange file.
Why buyers refuse, and what to tell them
If the buyer is worried about cost, delay or liability, the answer is that the regulation changes nothing on the buyer's side: it pays the price into escrow as usual, and the deed runs directly from you to the buyer under paragraph (g)(4)(iv)(B). How the exchange looks from the buyer's side is explained in what it means when the buyer is doing a 1031 exchange, which works equally well in reverse.
A cooperation clause in the contract prevents most of this. It records the buyer's agreement to the assignment in advance and promises the buyer no extra cost or liability; see do I need an exchange cooperation clause. If your contract has one, the buyer's refusal to sign may also be a breach, which your attorney can point out.
When the contract itself forbids assignment
The regulation decides the tax question; it does not override your contract. If the purchase agreement says it may not be assigned without the buyer's consent, the assignment to the intermediary could breach it. Whether assigning only your rights to receive the price is permitted under such a clause depends on state contract law and the clause's wording, so ask your attorney before closing.
Do not respond by skipping the intermediary. Proceeds paid to you or your agent are treated as received by you under paragraph (f)(2), and once the deed transfers without the intermediary in place it is too late; see is it too late to start a 1031 exchange. If timing is the problem, the documents can usually be finished in days, as described in does a 1031 delay closing.
On the replacement side the same rule applies to your seller, and a Delaware Statutory Trust sponsor receives the notice like any other seller. Keep copies of every notice with your settlement statements; your CPA or attorney may need them if the exchange is ever examined.
Related questions
Does the notice have to be delivered by a particular method?
The regulation says only 'notified in writing'. Use a method you can prove, such as email plus tracked courier, and keep the records.
Who has to receive the notice?
All parties to the contract being assigned. On the sale that is the buyer; give the closing agent a copy too.
Can I deliver the notice at the closing table?
Yes. Paragraph (g)(4)(v) allows notice on or before the date of the transfer, and the regulation's example delivers it on closing day. Earlier is safer.
Does the buyer's lender need notice?
The rule covers parties to the contract being assigned. A lender that is not a party to your sale contract is not named, though the closing agent may share the documents.
What if the buyer refuses to close because of the exchange?
That is a contract dispute, not a tax rule. Your attorney can point to the cooperation clause, if any, and the fact that the regulation imposes nothing on the buyer.
Sources
Checked against these publications on September 30, 2026. Rules and figures change; confirm the current version with your CPA or attorney before you act. This page is general information, not tax or legal advice.