Memorandum of Lease in Kentucky: What a Buyer Checks

Corridor Notes · Title & Recording

A memorandum of lease in Kentucky is a short recorded notice that a lease exists, filed in place of the lease itself so the rent and the concessions stay private. What surprises most commercial buyers is that Kentucky has no statute setting out what a memorandum must contain. It rides on the general recording statutes in KRS Chapter 382 — and the statute people quote most often for leases, the “five-year” rule, does not say what they think it says.

Does a commercial lease have to be recorded in Kentucky?

No. A Kentucky commercial lease is enforceable between landlord and tenant without ever reaching the county clerk. Recording is about notice to third parties — the next buyer and the next lender — not about whether the lease is good.

That distinction is the whole reason a memorandum exists. Landlord and tenant already have their deal. What recording changes is whether someone who buys the building later takes it subject to that deal with their eyes open.

What does the five-year rule in KRS 382.080 actually cover?

It covers deeds and mineral leases, not ordinary space leases. Read the operative clause and the list is specific and short.

KRS 382.080 is captioned “Recording of conveyance for longer than five years and of marriage agreement,” and subsection (1) reads: “No deed conveying any title to or interest in real property, or lease of oil, gas, coal or mineral right and privilege, for a longer time than five (5) years, nor any agreement in consideration of marriage, shall be good against a purchaser for a valuable consideration without notice thereof, or any creditor, unless the deed is acknowledged by the party who executes it, or is proved and lodged for record in the proper office, as prescribed by law.” The statute has been effective in that form since October 1, 1942.

The only leases named are oil, gas, coal and mineral leases. A ten-year lease of a retail suite on Nicholasville Road is not in that list. Anyone who tells you Kentucky law “requires” a commercial lease over five years to be recorded is quoting a statute that names a different kind of lease.

What makes a memorandum of lease recordable in Kentucky?

Acknowledgment and the right county. Kentucky’s recording chapter does not prescribe the contents of a memorandum, so the document has to satisfy the general rules instead.

KRS 382.110(1) puts the filing where the dirt is: “All deeds, mortgages, and other instruments required by law to be recorded to be effectual against purchasers without notice, or creditors, shall be recorded in the county clerk’s office of the county in which the property conveyed, or the greater part of the property conveyed, is located.” For a Lexington building that is the Fayette County Clerk, whose land records office publishes its own filing requirements at fayettecountyclerk.com.

Execution is governed by KRS 382.130, which admits an instrument executed in Kentucky to record “on the acknowledgment, before the proper clerk, by the party making the deed,” or on the certificate of a county clerk or any notary public that it was acknowledged before them. In practice that is the notary block — and a missing or defective one is the most common reason a memorandum comes back across the counter.

One requirement that does not apply is the source-of-title recital. KRS 382.110(2) bars a clerk from recording “any deed of conveyance of any interest in real property equal to or greater than a life estate” without it. A leasehold is a lesser estate, so a memorandum of lease is outside that subsection — which is why a lease memorandum looks so much thinner than a deed.

Where does an unrecorded lease show up in your diligence?

In the exceptions, not the search. A title commitment on a tenanted building will carry a standard exception for the rights of parties in possession, and that exception is doing a lot of quiet work.

The clerk’s index only tells you about leases somebody bothered to record. Everything else — the renewal option, the exclusive-use clause, the below-market rate the seller gave a tenant in a slow year, the right of first refusal on the building itself — lives in a document you will never find by searching the record. You find it by asking for it.

That is the same structural problem as an unrecorded construction claim, where the lien has priority long before it is filed. If you have read our note on what a Kentucky mechanics lien means for a commercial buyer, the shape will look familiar: the record is a floor, never a ceiling.

What a buyer does about it before closing

Ask for the full lease file and a tenant estoppel from every tenant. The estoppel is where a tenant states, in writing and to you, what they believe their deal is.

• Pull the clerk’s index for recorded memoranda against the parcel, then reconcile that list against the seller’s rent roll. A gap in either direction is a question.
• Read every lease for renewal options, purchase options and rights of first refusal — those are the clauses that outlive a closing.
• Get estoppel certificates confirming the commencement date, current rent, deposits held, and any landlord obligations that are unfinished.
• Ask whether any tenant has a recorded memorandum with a term that outruns the loan you are underwriting.
• Budget the recording cost if you plan to record a new memorandum at closing — the Fayette County fee structure is covered in our Fayette County deed recording fees and transfer tax note.

Working the buy side, the pattern I keep seeing is that people treat the title search as the inventory of what they are buying. It is not. It is the inventory of what somebody chose to file. On a tenanted commercial building the most expensive terms are almost never in the record — they are in a drawer, and the only way into that drawer is a document request early enough that the answer can still change your price. When a seller is slow with the lease file, that slowness is itself information, and it belongs in the same column as a Phase I finding: not fatal, but not free either.

Statutes and clerk requirements change. Every quotation above is reproduced as the Legislative Research Commission published it on the date shown on the statute page, and filing requirements should be confirmed with the Fayette County Clerk before you rely on them. I am a real estate agent, not an attorney — drafting or reviewing a memorandum of lease is work for Kentucky counsel. What I can do is price what the lease file does to the deal.

Does recording a memorandum of lease make the rent public?

That is the point of using one. A memorandum is drafted to put the world on notice that a lease exists — typically the parties, the premises, the term and any options — while the economic terms stay in the unrecorded lease. Recording the entire lease instead puts the rent schedule into a public index that any competitor, appraiser or future tenant can read.

If a tenant never recorded anything, can I terminate the lease after I buy?

Do not assume so. A buyer who knows tenants are in the building is not a purchaser without notice in the ordinary sense, and possession itself communicates a claim — which is exactly why title commitments except the rights of parties in possession. Treat an unrecorded lease as binding and get Kentucky counsel to read the specific facts before you act on any other theory.

Which county do I record in if the property straddles a county line?

KRS 382.110(1) directs recording to the county clerk’s office of the county “in which the property conveyed, or the greater part of the property conveyed, is located.” On a split parcel that means the county holding the greater part, though filing in both is a common belt-and-braces approach; confirm the handling with each clerk before you file.

Last updated: September 21, 2026

By Marcos Gil, REALTOR® — Keller Williams Commonwealth · KY Real Estate License No. 296259 · Call or text (859) 310-1209.