When you sell a data center, the buyer’s diligence team is going to read every recorded right on your site: the power and transmission easements, the fiber and conduit rights, the access, the parcels, the liens, and everything your lenders ever filed and forgot. Every question they will ask has an answer sitting in the county land records right now. The only decision you actually control is whether they hear that answer from you, with documents attached, or discover it themselves, with a price adjustment attached. This is my guide to selling a data center in Virginia and West Virginia, from the record to the releases to the proceeds.
Written by Anthony I. Shin, Esq., Principal and real estate attorney at Prime Title & Escrow
In this market the asset sells itself. The closing is what you can lose, and every recorded surprise the buyer finds is a negotiation you fund.
You are selling into the tightest data center market on earth: Northern Virginia colocation vacancy sits at a record half of one percent, and roughly 70 percent of the world’s internet traffic passes through the region. Demand is not your problem. Your problem is the file: unreleased deeds of trust from old refinancings, cross-collateralized debt with release terms nobody has read, estoppels on a deadline, entity approvals up a waterfall, and a wire at the end that fraud is specifically aimed at.
This guide walks the sell side in order: pre-diligence on the record, the exception list, the releases, the payoffs, the estoppels, the authority, the contract mechanics, the exchange clock, the two states’ seller-side taxes, and the disbursement itself. Every figure is attributed to its source, with the full list at the end. This is general educational information, not legal, tax, lending, or regulatory advice for any specific transaction.
The buyer’s diligence starts in the land records. Get there first.
Here is what happens in the first two weeks after you sign a data center contract. The buyer’s title company pulls the record. Their counsel reads every easement, proffer, memorandum, and financing statement against your site. Their lender’s counsel reads it all again. And every item they find that you did not disclose becomes one of two things: a question that burns your diligence clock while your team scrambles for documents, or a retrade that arrives politely, in writing, with the recorded instrument attached. Surprises are currency in a disposition, and the buyer spends yours. The inversion that wins is simple and unglamorous: pull your own record at the letter of intent, before the buyer does. A seller who walks into diligence with the recorded easement set organized, the old liens released, the payoff terms in writing, and the exception list already explained is not defending a file. They are handing over a data room, and buyers price confidence. In a market this tight the asset was never the question. The execution is, and execution on the sell side is a title and escrow discipline. That is the service behind my data center disposition page, and this guide is the long-form version of it.The market you are selling into
Every seller should know exactly how strong their hand is, so here are the numbers. Northern Virginia is the largest data center market in the world, industry estimates put roughly 70 percent of global internet traffic through the corridor, and CBRE’s research shows colocation vacancy falling across three reporting periods to a record half of one percent. Loudoun County’s footprint alone grew from roughly 20 million to roughly 50 million square feet between 2019 and 2025, and data centers fund about 38 percent of the county’s fiscal year 2026 revenue, around $1,200,000,000. Buyers are competing for what you own, and competition is exactly why the sell side rewards preparation: in a half-percent vacancy market, the buyer’s alternative to closing your deal is not another building. It is waiting, and nobody underwrites waiting.Pre-diligence: answer the easement questions before they are asked
The four questions every data center buyer asks are the four I wrote deep dives about for their side of the table, and as a seller you should read them the way a pitcher reads the scouting report on himself. Does the recorded power and transmission set actually reach and serve the site, the subject of my power easement deep dive. Do the fiber and conduit rights run to this parcel and transfer with it, the fiber rights deep dive. Is every entrance a recorded right rather than a habit, the access deep dive. And do the legal descriptions actually convey the campus and its expansion ground, the parcels deep dive. Every one of those questions has a documentary answer, and the answers already exist in the record. Pre-diligence means assembling that answer set at the letter of intent: the recorded instruments pulled, organized by system, mapped against the existing survey, with the gaps identified before the buyer identifies them. Where the record is strong, the package accelerates the deal, because the buyer’s team confirms instead of investigates. Where the record has a gap, an easement that dead-ends, a description that misses an outparcel, you learn it while you still have choices: cure it, price it, or frame it, all of which beat discovering it in a retrade letter. How we help: we pull the full recorded set at the letter of intent and put the answers in front of the buyer’s team before they ask. On a disposition, weeks of diligence clock are the most expensive thing you own, and a seller-side record package is how you stop spending them.The exception list: what the commitment will show the buyer
When the buyer’s title commitment arrives, Schedule B is your property’s biography written by strangers: every easement, covenant, memorandum, and instrument recorded against the site, listed as exceptions to the coverage. Decades of development leave long biographies. Utility easements from three expansions, construction agreements recorded and forgotten, covenants from the original industrial park, memoranda from tenants long gone: some of it is load-bearing, some of it is dead paper, and the buyer’s counsel cannot tell the difference without asking you. The sell-side move is to know your own Schedule B before the buyer orders theirs. An exception you can explain with a document is a footnote. An exception you learn about from the buyer’s objection letter is a delay, and an exception nobody can explain is a discount. This is doubly true for instruments that sound alarming and are not, blanket utility easements that were superseded, old agreements that expired by their terms, because unexplained noise gets priced like risk. How we help: we run your title early, on your side, and deliver the exception list with a disposition in mind: which items are operative, which are dead and curable, which need an explanation prepared, and which the buyer will reasonably ask you to remove. The commitment the buyer eventually orders should contain nothing you have not already read.Liens that were paid but never released
The record remembers every loan you ever paid off and forgot. Data center sites accumulate financing history the way they accumulate conduit: construction loans, refinancings, mezzanine pieces wrapped in financing statements, equipment liens from the fit-out, mechanic’s liens filed during a dispute and settled a decade ago. Paying a debt does not remove it from the record. Only a recorded release does, and lenders, especially lenders who have since merged, sold the loan, or dissolved, are unreliable about filing them. The result is a Schedule B carrying liens that are legally dead and practically alive, because the buyer’s title company cannot insure over what the record still shows. Chasing a release from a bank that no longer exists is a project measured in weeks, sometimes months: successor institutions, lost-instrument affidavits, payoff proof from your own archives. Started at the letter of intent, it is an administrative task running quietly in the background. Started in closing week, it is the reason the deed does not record on time, and the mechanics of construction-era liens specifically, including how long their windows stay open, are in my construction lien deep dive. How we help: we identify every unreleased instrument in the first title run, open the release chase immediately, prepare the curative documents where the original holder is gone, and track each item to recording so the commitment comes back clean while the deal is still young.Payoffs, partial releases, and cross-collateralized debt
The live debt is its own chapter because on institutional assets it rarely sits still in one loan on one property. Facility debt gets layered, a senior piece, a mezz piece, an equipment facility, and it gets cross-collateralized: the deed of trust on the property you are selling may secure debt on three properties you are keeping. In that structure, the number that matters is not the payoff. It is the release price, the amount and conditions under which the lender will release this collateral from that lien, and the loan documents that set it were negotiated years ago by people who were not thinking about this sale. Everything here has to be in writing and in advance: payoff letters with per-diem figures, release prices and their conditions, the servicer’s processing timeline, prepayment math where it applies, and the exact sequence in which the release, the deed, and the buyer’s new deed of trust will record. Verbal payoff figures are not figures, and a lender’s internal approval of a partial release can take longer than your entire diligence period if nobody starts it early. How we help: we obtain payoff letters, per-diem figures, and release requirements in writing from every holder and servicer in the stack, build them into the settlement statement, and sequence the recording so the lien clears the property you are selling on the day you sell it, whatever it still secures elsewhere.Tenant and operator estoppels on the sell side
If the facility is leased or operated by a third party, the contract and the buyer’s lender will demand estoppels, and on the sell side the estoppel project belongs to you: your tenants, your manager, your relationships, your deadline. A data center estoppel set is short but heavy, a colocation operator, an anchor tenant, a handful of agreements, and each certificate confirms in writing what the file claims: the rent, the term, the options, the defaults, the unfunded obligations. What comes back is occasionally not what the file claimed, and it is far better for you to reconcile that discrepancy before the buyer reads it. Operator and service agreements add a data center wrinkle: the buyer will want to know what transfers, what requires consent, and what the operator can do at a change of control, and those answers live partly in recorded memoranda and partly in the contracts themselves. Your counsel owns the contract layer. The recorded layer, and the reconciliation between the two, is exactly where a title team earns its place on the sell side. How we help: we build the estoppel and consent tracking list at the front of the file, coordinate with your manager on collection, reconcile every certificate against the rent roll and the recorded instruments, and confirm delivery through the escrow so the buyer’s lender funds on a complete package.Entity authority: proving you can sign
Buyers prove they can pay. Sellers prove they can convey, and on institutional dispositions that proof is a document set: formation records for the title-holding entity, resolutions and consents up the chain, incumbency for the signers, and, where the asset sits in a fund or venture, the approvals the waterfall requires before anyone touches a deed. The awkward truth of layered structures is that the entity on the deed is often a single-purpose vehicle nobody has looked at since formation, and its paperwork has to be as clean as the day it was signed, on a timeline the buyer sets. Two federal notes belong here. If the selling entity is or contains a foreign person, the buyer is generally required to withhold a portion of the price at the table under the Foreign Investment in Real Property Tax Act, which is a seller-side surprise only if nobody screened for it. And dissolved general partners, deceased members, and trustees whose trusts have moved on are all solvable problems, on exactly one condition: that they surface at the contract stage instead of the signing table. How we help: we collect and verify the authority set early, entity by entity up the chain, match every signature block to the structure chart, screen for withholding, and make sure that on signing day the only thing anyone is waiting on is the wire.Where the record meets the purchase agreement
Your deal counsel writes the purchase agreement. The record decides how its title provisions actually play out, and on the sell side three mechanisms deserve your attention before you sign. The permitted exceptions definition decides what the buyer has already agreed to take title subject to, and everything you pre-cleared in the earlier chapters can be listed there by instrument instead of argued about later. The objection and cure mechanics set the clocks: how long the buyer has to object, how long you have to respond, and what you must cure versus what you may. And the required-cure items, typically monetary liens, are promises you are making about the releases chapter of this guide, so it pays to know they are keepable before the contract makes them binding. The practical point is sequencing: a seller who has run the record before the contract negotiates those provisions from knowledge, listing real instruments as permitted exceptions and committing only to cures already in motion. A seller who has not is negotiating blind against a buyer who will shortly know more about the property’s record than they do. How we help: we deliver your counsel the title picture before the contract is final, feed the objection-letter responses from documents during diligence, and keep the cure list moving so the contract’s clocks never run against an empty file.Selling into a 1031: the clock starts at your closing
For many sellers the disposition is the front half of a 1031 exchange, and the sale closing is the moment the statute starts counting: 45 days to identify replacement property and 180 days to close on it, measured from the day your deed records, with no extensions for weekends, market conditions, or good intentions. The exchange also has a structural requirement that must be in place before closing, not after: the proceeds go directly from the settlement to a qualified intermediary, because a seller who touches the money, even briefly, can collapse the exchange treatment entirely. That makes the escrow arrangements an exchange document. The intermediary’s assignment paperwork, the settlement statement’s treatment of the proceeds, and the disbursement instructions all have to reflect the exchange before signing day, and the diligence-period discipline in this guide matters double, because a sale that slips does not just move a date. It compresses the 45-day identification window against whatever market exists when you finally close. How we help: we coordinate with your intermediary from the day you tell us an exchange is in play, build the assignment and disbursement mechanics into the closing, and protect the deadlines the way we protect the money, because for an exchange seller they are the same thing.Virginia and West Virginia, side by side, from the seller’s chair
The two states split the seller’s experience at exactly the two points this series always finds: who conducts the closing, and who pays the transfer taxes, and on the second point the seller’s chair changes which state looks friendly. In Virginia, the seller’s statutory share is comparatively light: the grantor’s tax of $0.50 per $500 under Code Section 58.1-802, plus, in the Northern Virginia jurisdictions, the WMATA Capital Fee under 58.1-802.3 and the Regional Congestion Relief Fee under 58.1-802.4, while the buyer carries the recordation stack. In West Virginia the default inverts onto you: the transfer excise under Code Section 11-22-2 falls on the grantor, $33,000 at the floor to $55,000 at the maximum county rate on a $10,000,000 sale, while the buyer records for flat fees. Every allocation is negotiable, but negotiations start from defaults, and a West Virginia seller should walk in knowing the default is theirs. The closing itself differs the same way it does for buyers: Virginia closings run through licensed settlement agents, including attorney-led firms like mine, while the West Virginia State Bar’s unauthorized practice guidance, Committee Opinion No. 2003-01, treats title examination and the conduct of the closing as attorney work, so a licensed West Virginia attorney belongs on your team from the first week. On a certified High Impact project, the state-level layer created by House Bill 2014 adds paperwork of its own to a transfer, and the buyer will expect a seller who has it organized. How we help: my firm is attorney-led by design, so both postures are native to us, and a portfolio disposition that crosses the line runs through one open-items list.The closing: what the sale costs you
Here is the seller’s side of the ledger on a $10,000,000 data center sale, sourced line by line, and charted so the two states sit next to each other. A Virginia seller outside Northern Virginia owes the grantor’s tax alone, $10,000 at $0.50 per $500 under 58.1-802. Inside the Northern Virginia jurisdictions, the WMATA Capital Fee and the Regional Congestion Relief Fee bring the seller’s statutory share to $30,000. A West Virginia seller owes the transfer excise under 11-22-2, $33,000 at the floor and $55,000 at the maximum county rate. On top of the taxes ride the seller’s real costs of a clean exit: payoff interest to the day of recording, release recording fees across every instrument being cleared, prorations of taxes and rents, and any escrows the contract requires you to fund.Proceeds: the disbursement is the deal, and the fraud target
Everything in this guide converges on a single event: a nine-figure-adjacent wire leaving an escrow account under instructions somebody typed. On the sell side, the disbursement is not a formality after the deal. It is the deal, the only step where the value actually moves, and it is precisely the step wire fraud is engineered for. Business email compromise targets the moment of maximum pressure and minimum verification, closing week, and a seller’s proceeds instruction is the single richest target in real estate, because unlike a purchase deposit, it happens once, at full size, at the end, when everyone is tired.What a clean file leaves behind
The last measure of a disposition is what the record looks like the day after. A clean exit leaves the deed recorded, every release of record, the buyer’s policy issued without a fight, the settlement statement reconciled to the penny, and a complete closing set delivered the way your fund administrator, your accountants, and your next lender will actually need it. A messy exit leaves the opposite: a release that never recorded, a proration argument, an open item that resurfaces eighteen months later in someone else’s diligence, wearing your name. Sellers at this scale are rarely selling once. The counterparties recycle, the lenders recycle, and the title companies talk to each other, which means the file you leave behind is quietly part of your cost of capital on the next deal. How we help: we track every release and curative instrument to recording after the closing, not just to the closing, deliver the full documentation set for your records, and leave behind the thing this whole guide has been about: a record that answers questions instead of raising them.Challenges, and how we clear them
Six issues account for most of the friction on data center dispositions, and each one has appeared in this guide. The buyer’s easement questions: we pull the full recorded set at the letter of intent and put the answers in front of the buyer’s team before they ask. Payoffs and partial releases: we obtain payoff letters, per-diem figures, and release requirements in writing and build them into the settlement. Tenant and operator estoppels: we build the tracking list, coordinate with your manager, and confirm delivery through the escrow. Liens that were paid but never released: we chase the releases and curative documents so the commitment comes back clean. Entity authority on the sell side: we collect and verify the authority documents early, so signatures are never the holdup. Proceeds at this scale: we verify instructions by phone with a known contact, document the disbursement, and move funds only when the conditions are met. The pattern across all six is the inversion this guide opened with: everything the buyer’s diligence will find is findable now, by you, at a moment when finding it is cheap. Getting there first is the job, and it is why the sell side runs through attorneys as surely as the buy side does. The broader framework is on my page explaining what a title and escrow company does, and if you are on the other side of this deal, or want to know exactly what your buyer is reading, their playbook is my data center buyer’s guide and the role-by-role companion, Where You Sit in the Deal.Send me the loan details, the entity documents, and the rent roll if the facility is leased, and my team will open the file, run the title, start the payoffs and releases, and have the answers organized before the buyer’s diligence clock starts spending your money.
Get Your Free Quoteor call (703) 552-4155This guide pairs with my data center disposition service and its acquisition counterpart, the data center buying service. For the other side of the table and the rest of the series:
The data center buyer’s guide • Where you sit in the deal: roles • Industrial • Multifamily • Office • Retail • Land
We close across Virginia and West Virginia, with deep experience in the corridors where these facilities actually trade:
Northern Virginia: Loudoun County, Prince William County, Fauquier County, and Stafford County.
Richmond metro: Henrico County, Chesterfield County, and Hanover County.
Hampton Roads: Virginia Beach, Chesapeake, and Suffolk.
Questions data center sellers ask me
The buyer is asking about power and fiber easements. Is that our problem?
Yes, in the way that matters: the answers control your diligence clock and your price. The buyer’s engineers own capacity and design, but whether the recorded easements reach and serve the site is a documentary question, and every week it goes unanswered is a week off your clock and a point of pressure on your number. We pull the full recorded set at the letter of intent, organize it by system, and put the answers in front of the buyer’s team before they ask, so their diligence confirms instead of investigates.
How is the payoff handled when the debt crosses several properties?
Through the release price, not the payoff. When a deed of trust on the property you are selling also secures debt on properties you are keeping, the lender does not need to be paid off. It needs to release this collateral, and the amount and conditions for that partial release come from loan documents negotiated years ago. We obtain the release terms in writing directly from the holder or servicer at the start of the file, build the figures into the settlement statement, and sequence the recording so the lien clears the property you are selling on the day you sell it.
Who pays the transfer taxes when I sell?
By statutory default, you pay Virginia’s grantor’s tax of $0.50 per $500 under Code Section 58.1-802, plus the WMATA Capital Fee and Regional Congestion Relief Fee in the Northern Virginia jurisdictions, $30,000 in all on a $10,000,000 sale, while the buyer carries the recordation stack. In West Virginia the default lands harder on you: the transfer excise under Code Section 11-22-2 runs $33,000 to $55,000 on the same price depending on the county. Every allocation is negotiable by contract, and knowing the defaults is how you negotiate them.
Sources
Every figure in this guide is drawn from the sources below, current as of the dates shown. Where a source did not provide a figure, I have left it out rather than estimate.CBRE Research, North America data center market reporting, 2025 (Northern Virginia colocation vacancy).
Industry estimates for Northern Virginia internet traffic share (Mordor Intelligence) and Loudoun County data center footprint and fiscal contribution (industry reporting including City Journal), as cited on my data center service pages.
Code of Virginia, Title 58.1, Chapter 8, State Recordation Tax, §§ 58.1-801 through 58.1-814, including § 58.1-802, § 58.1-802.3, and § 58.1-802.4. https://law.lis.virginia.gov/vacodefull/title58.1/chapter8/
West Virginia Code, § 11-22-2, Excise tax on privilege of transferring real property. https://code.wvlegislature.gov/11-22-2/
Code of Virginia, Title 43, Mechanics’ and Materialmen’s Liens. https://law.lis.virginia.gov/vacodefull/title43/
West Virginia Code, Chapter 38, Article 2, Mechanics’ liens. https://code.wvlegislature.gov/38-2/
West Virginia State Bar, Committee Opinion No. 2003-01 (unauthorized practice of law; real estate settlement services). https://wvbar.org/wp-content/uploads/2012/04/AO-2003-01.pdf
West Virginia House Bill 2014 (2025 Regular Session), the Power Generation and Consumption Act, enrolled text. wvlegislature.gov
Internal Revenue Service. Like-kind exchanges, real estate tax tips. irs.gov
Internal Revenue Service. Reporting and paying tax on U.S. real property interests (FIRPTA). irs.gov
American Land Title Association, industry data cited in text (risk cleared annually; share of transactions requiring title issue resolution; wire fraud attempt and loss figures, with Stewart). https://www.alta.org/
Federal Bureau of Investigation, Internet Crime Complaint Center. Business email compromise: The $50 billion scam. https://www.ic3.gov/PSA/2023/PSA230609
This guide provides general educational information for Virginia and West Virginia and is not legal, tax, lending, exchange, or regulatory advice for any specific transaction. Every disposition requires review of its own property, documents, parties, debt, and title-insurance terms. Data and legal frameworks are attributed to third-party sources and reflect the dates those sources describe, and both continue to change. Please confirm anything you intend to rely on, and reach out to me directly with questions about your own sale.