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Answers · Replacement closing

What does the QI need from me to close on the replacement property?

The signed purchase contract, an assignment with written notice to the seller, the draft closing statement, phone-verified wire instructions and exact vesting.

By Breakwater Exchange · Reviewed by our 1031 advisory team · Last reviewed

The short answer

Your intermediary needs five things: the signed purchase contract, an assignment of your rights in it with written notice to the seller on or before closing, the closing agent's draft settlement statement, wire instructions it has confirmed by phone, and vesting that matches the taxpayer who sold. Reg. section 1.1031(k)-1(g)(4)(v) makes the assignment and notice the legal step; the rest is what lets the money move. Send the contract as soon as it is signed, and expect the intermediary to want the final figures a few business days before closing.

At a glance

Legal stepAssignment of the purchase contract plus written notice to every party
Notice deadlineOn or before the date the replacement is transferred to you
IdentificationProperty must be on your day-45 list unless it closes within 45 days
Outside deadlineDay 180, or your return due date if earlier
VestingThe same taxpayer who sold; a single-member LLC is disregarded by default
Wire safetyConfirm instructions by phone at a number you already have
DeedRuns from the seller directly to you

The assignment and notice are what make the purchase part of your exchange

The intermediary does not sign a new contract with your seller. Under Reg. section 1.1031(k)-1(g)(4)(iv)(C) and (g)(4)(v), it is treated as acquiring and transferring the replacement when your rights in the purchase agreement are assigned to it and 'all parties to that agreement are notified in writing of the assignment on or before the date of the relevant transfer'.

That is why the intermediary asks for the fully signed purchase agreement, every amendment and the closing agent's contact details. It drafts the assignment for you to sign and the notice for delivery to the seller and, by custom, the closing agent. The regulation's own example shows the sequence: the taxpayer signs the purchase agreement, assigns it, notifies the seller in writing, and the intermediary pays while the seller deeds the property directly to the taxpayer.

If the seller's contract was signed before your sale closed, the same documents still work. What the intermediary cannot do is fund a property that was never on your identification notice, unless it closes inside the 45-day window, because paragraph (c)(1) treats only property received in that window as automatically identified. The rules are in how to identify replacement property.

The draft settlement statement tells the intermediary exactly how much to send

The intermediary wires a fixed amount, so it needs the closing agent's draft statement showing price, loan amount, credits, prorations and closing costs. Costs that local custom puts on a buyer, such as title fees, recording and transfer taxes, can be paid from exchange funds under paragraph (g)(7)(ii); loan costs are a different matter, covered in closing costs paid from exchange funds.

Ask the closing agent to show the intermediary's funds as a separate line, and to send the intermediary the final statement for approval before funding. The intermediary keeps that statement in its file, and your CPA will need it for Form 8824. What each line means is set out in reading the settlement statement.

If you are borrowing, put the lender's closer in touch with the intermediary early. The lender wants to know the down payment is coming from a third party's account, and the order of funding on closing day; the financing side is in using a mortgage with exchange funds.

Vesting and wire instructions are where closings fail at the last minute

Title must go to the taxpayer that sold. A single-member LLC you own is 'disregarded as an entity separate from its owner' by default under Reg. section 301.7701-3, so it can take title for you; a new partnership or a spouse added to the deed changes the taxpayer. The intermediary will check the vesting on the title commitment against its exchange agreement. See the same-taxpayer rule.

Wire instructions are the fraud target. The Consumer Financial Protection Bureau advises confirming instructions 'with your trusted representatives' before wiring and never following instructions contained in an email. Expect the intermediary to call the closing agent at a number it verified independently, and expect a signed authorization from you to release the funds.

Worked example: a hypothetical $1,000,000 purchase with $600,000 held by the intermediary

Hypothetical, round numbers; run your own numbers with your CPA. Your sale closed March 2, 2026, so day 45 is April 16 and day 180 is August 29. The intermediary holds $600,000. On April 1 you sign a contract for a $1,000,000 building, on your identification list, closing May 15 with a $420,000 loan.

The draft statement shows $20,000 of buyer closing costs. The intermediary wires $600,000: $580,000 toward the price and $20,000 for those costs. The lender funds $420,000, the seller deeds the building to you, and nothing is left with the intermediary.

  • April 1: send the signed contract to the intermediary; it returns the assignment and notice.
  • About May 5: the lender and the closing agent have the intermediary's contact details; title commitment shows your exact vesting.
  • About May 12: final settlement statement to the intermediary for approval; you sign the funds release.
  • May 15: the intermediary confirms instructions by phone, wires the funds, and the deed records in your name.

A DST purchase uses the same steps with subscription documents in place of a deed

When the replacement is a beneficial interest in a Delaware Statutory Trust, the intermediary still needs the assignment and notice, but the agreement is the sponsor's subscription agreement and the wire goes to the offering's escrow account. Ask the sponsor for its wire instructions in writing and have the intermediary confirm them by phone, exactly as with a property closing.

Our traditional DST page describes how those offerings are structured. Whatever you buy, ask your CPA or attorney to review the vesting and the settlement statement before funding, because neither can be fixed after the deed records.

Related questions

Does the seller have to sign the assignment notice?

No. Reg. section 1.1031(k)-1(g)(4)(v) requires that every party be notified in writing, not that they consent; a countersigned acknowledgment is simply good evidence of delivery.

Can the intermediary pay my earnest money deposit?

Often, if the agreement allows it and the contract has been assigned first; the mechanics are in who holds the earnest money deposit.

How far ahead should I send the documents?

No rule sets a lead time. Send the contract when it is signed and the final statement as soon as the closing agent issues it, and ask your intermediary what cut-off it uses for same-day wires.

Can I close in a different LLC from the one that sold?

Only if both are disregarded entities owned by the same taxpayer. A different owner, or an LLC taxed as a partnership, is a different taxpayer for exchange purposes.

What does the intermediary need after the closing?

A copy of the final settlement statement and recorded deed. Keep your own copies too, because they support your Form 8824.

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.

  1. Treas. Reg. section 1.1031(k)-1, deferred exchanges
  2. Treas. Reg. section 301.7701-3, entity classification
  3. Consumer Financial Protection Bureau, mortgage closing scams
  4. 26 U.S.C. section 1031

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