How to Record a CFD / Memorandum

Legal information, not legal advice. Verify against the cited primary sources before acting. Recording deadlines, the instrument the statute demands, the priority recording confers, and the consequences of failure vary by jurisdiction and are frequently amended. Last verified: 2026-06-08.

This is the operational playbook for getting a contract for deed (CFD) — or a short memorandum of it — onto the public real-property record. The doctrine behind every step lives in recording-and-priority; this page is the how. Recording is a closing-day, non-negotiable step: it converts a private contract into a public, priority-bearing interest that later creditors and purchasers take subject to, and in several states it is the seller’s statutory duty whose breach hands the buyer a remedy. Every step below still cites authority.

▸ For Sellers / Operators — In five jurisdictions confirmed this run, recording is your statutory duty on a hard deadline, and missing it is expensive: TX (30 days; $500/yr damages), OH (20 days), MD (15 days, full contract; miss it and the buyer can cancel and recover everything paid), IL (10 business days; miss it and the buyer can rescind and recover everything paid), MN (four months; residential vendors must record). Calendar the deadline at signing. Also understand the remedy trade: in Texas the contract you are required to record becomes “the same as a deed with a vendor’s lien” enforceable only by foreclosure (§ 5.079(a)) — recording forecloses your forfeiture remedy (forfeiture-vs-foreclosure). In Minnesota an unrecorded residential CFD cannot be statutorily cancelled (§ 559.21 subd. 4b) — recording is a precondition to your cheapest, fastest exit (statutory-cancellation).

▸ For Buyers — You hold equitable title while the seller keeps record legal title (equitable-conversion, equitable-title). Until your interest is recorded, the seller’s later mortgage, judgment lien, or second sale can prime you and you can lose the property you are paying for — and in a pure-race state (e.g. north-carolina) a later lienholder can beat you even if it knew about your contract. Record immediately — the full contract or a memorandum, whichever your state allows — and keep the recorder’s receipt. Where recording is the seller’s duty (MD, IL, MN, OH, TX), its failure is leverage for you.

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Step 0 — Decide what you must record: full contract vs. memorandum

Two instruments can give constructive notice; the choice is governed by statute, not preference.

• Memorandum of contract — a short instrument naming the parties, the property (legal description), and the existence of a CFD, without the price and payment terms. It gives the same constructive notice as recording the full contract while keeping the deal’s economics private. A recorded memorandum carries the same priority force as recording the contract itself where the statute allows it — e.g. Illinois expressly permits “the contract or a memorandum of the contract” (765 ILCS 67/20), and Michigan gives a recorded, acknowledged land contract “the same force and effect, as to subsequent encumbrancers and purchasers, as the recording of deeds” (MCL 565.354). See recording-and-priority.
• Full contract — required where the CFD recording mandate names the contract itself. Maryland requires the vendor to record “the contract” — the actual signed land installment contract, not a memorandum — within 15 days (Md. Code, Real Prop. § 10-102). Texas § 5.076(a) requires the seller to record “the executory contract, including the attached disclosure statement required by Section 5.069” — the full instrument plus its statutory disclosure. Ohio § 5313.02(C) requires “a copy of the contract” be recorded.

Rule of thumb: record a memorandum where the state leaves recording permissive and you value privacy; record the full contract wherever a CFD-specific mandate names the contract (MD, OH, TX) — a memorandum will not discharge that duty. When in doubt, retrieve the governing statute (Step 1) before choosing.

needs_verification: A standardized statutory memorandum form (prescribed blanks) is rare; most states allow any instrument that satisfies the recording act’s formalities (parties, description, acknowledgment) rather than mandating a specific form. Whether any of the 56 jurisdictions prescribes a fill-in memorandum form by statute was not separately verified this run — left empty rather than asserted.

Step 1 — Identify your jurisdiction’s recording rule before you draft

Pull the controlling authority for the county where the land lies (recording is always local to the land, not the parties). Two things to determine:

1. Recording-act type — pure race, notice, or race-notice — because it decides what recording buys you. In a pure-race state (north-carolina, N.C. Gen. Stat. § 47-18), first to register wins even against a later party who knew of the unrecorded CFD. In a notice state (florida, Fla. Stat. § 695.01), recording gives constructive notice that defeats any later purchaser “without notice.” In a race-notice state (michigan, MCL 565.29), the later party must both lack notice and record first. The buyer’s instruction collapses to one word in all three — record — but pure-race is harshest on a sleeping buyer. See recording-and-priority.
2. Whether a CFD-specific mandate applies — a deadline with its own consequence (see Step 3 and the table below). If one applies, it overrides your discretion as to who records, what instrument, by when, and what happens if you miss it.

Step 2 — Draft and execute a recordable instrument

The recorder will reject an instrument that does not meet local formalities. The universal minimums:

• Legal description of the property (the platted/metes-and-bounds description from the deed, not just a street address).
• Names of all parties (seller/vendor and buyer/vendee) and a reference to the CFD’s existence and date.
• Acknowledgment — signature(s) notarized as the recording act requires. Michigan, for example, gives recorded force only to a land contract that is “acknowledged” (MCL 565.354). An un-acknowledged instrument may be refused or fail to impart constructive notice.
• Any statutory attachment. Texas is the trap here: § 5.076(a) requires recording the executory contract including the attached § 5.069 disclosure statement — recording the contract without the disclosure does not satisfy the statute. See texas.
• Grantor/grantee and consideration recitals as the local recording act and any transfer-tax form require.

▸ For Buyers — If the seller will not cooperate in recording, a buyer can typically record a memorandum the buyer signs and acknowledges (the buyer’s own declaration of the contract’s existence) to fix a priority date, subject to the local recording act’s formalities. This is the buyer’s self-protection where the seller stalls — but it does not discharge a seller’s statutory recording duty, which runs independently (MD, IL, MN, OH, TX).

Step 3 — Meet the statutory deadline (where one applies) and pay the fee

Where a CFD-specific mandate exists, the deadline is hard and the penalty is real. Every figure below was retrieved from the primary source this run:

Jurisdiction	Who must record	Deadline	Instrument	Consequence of failure	Primary source
texas	Seller	30 days after execution	Full executory contract + § 5.069 disclosure	Damages to purchaser, capped at $500 per calendar year of noncompliance (§ 5.076(e)). Separately, a recorded contract becomes a deed with a vendor’s lien enforceable only by foreclosure (§ 5.079(a))	Tex. Prop. Code § 5.076(a),(e); § 5.079(a)
ohio	Vendor	20 days after both sign	Copy of the contract (recorded under § 5301.25) + copy to county auditor	Statutory duty; vendor also barred from over-encumbering past the contract balance (§ 5313.02(B))	Ohio Rev. Code § 5313.02(C)
maryland	Vendor	15 days after both sign	Full contract (not a memorandum)	Purchaser’s unconditional right to cancel and receive immediate refund of all payments if exercised before the vendor records	Md. Code, Real Prop. § 10-102; priority fixed by § 10-104
illinois	Seller	10 business days of date of sale (residential)	Contract or a memorandum	Buyer may rescind and recover all money paid until the seller records; +90-day window if title is later clouded	765 ILCS 67/20
minnesota	Vendee (and vendor must record residential CFDs)	Four months of execution	Contract for deed	2% of contract debt civil penalty on a non-recording vendee (unless vendor failed to furnish a recordable copy); an unrecorded residential CFD cannot be statutorily cancelled (§ 559.21 subd. 4b)	Minn. Stat. § 507.235; § 559.21 subd. 4b

In all other jurisdictions recording is permissive — there is no CFD-specific deadline, but priority is still governed by the state’s general recording act (one of the three types), the CFD or a memorandum is freely recordable, and recording remains strongly advisable. The absence of a mandate is not the absence of risk: an unrecorded buyer anywhere is exposed to the seller’s later creditors and to the seller’s bankruptcy trustee (Step 5).

Mechanics: submit the executed, acknowledged instrument to the county recorder / register of deeds (and, in Ohio, also deliver a copy to the county auditor — § 5313.02(C)) for the county where the land sits, pay the recording fee and any transfer/recordation or documentary-stamp tax the county imposes at recording (some states tax at the contract stage; see the per-state §6 tax modules), and retain the stamped recorder’s receipt / instrument number as proof of the priority date.

Step 4 — Confirm priority took effect

Recording fixes your priority date going forward — it does not erase a lien already of record when you bought. A mortgage or judgment already docketed against the seller when you take the CFD is constructive notice to you and is senior regardless of when you record (this is the underlying-mortgage / wrap exposure — see underlying-mortgage-wrap, wrap-around-mortgage, due-on-sale-clause). Two confirmations:

• Run (or order) a title search / examination dated after your recording to confirm (a) your instrument indexed correctly under the seller’s name and the legal description, and (b) what senior interests already existed. Maryland helpfully codifies the buyer-protective result: once recorded, RP § 10-104 holds the property “subject to the rights and interest of the purchaser,” fixing the recorded purchaser as prior to later-arising claims or liens.
• Verify the indexing. A recorded instrument that is mis-indexed (wrong grantor name, defective description) may fail to give constructive notice. Pull the recorded copy and confirm the index entry.

Step 5 — Why it matters: notice, priority, remedy, and the bankruptcy backstop

Recording does four distinct jobs; understanding which one you are buying tells you how urgently to record and what instrument to use.

• Constructive notice + priority over the seller’s later creditors. Because the seller holds record legal title for years, the seller’s later mortgage, docketed money judgment, mechanic’s/tax lien, or even a fraudulent second sale can attach as a cloud on the title the buyer is paying for. The recording act decides the contest: a buyer who recorded first generally prevails (the later interest takes subject to the recorded CFD); an unrecorded buyer can be primed by a later bona fide lienholder/purchaser for value (notice/race-notice) or simply lose the race (pure race). This is the classic CFD trap — the buyer pays for years while the seller borrows against the “free” record title. See recording-and-priority, intervening-seller-judgment-lien.
• Remedy-defining (Texas). Recording is not just about priority. In Texas the contract the seller must record becomes “the same as a deed with a vendor’s lien” enforceable only by foreclosure, not forfeiture (Tex. Prop. Code § 5.079(a)). Recording converts the deal and forecloses the forfeiture remedy. See texas, forfeiture-vs-foreclosure.
• Remedy-gating (Minnesota). A seller may not use the fast statutory cancellation track on an unrecorded residential CFD where the vendor made no good-faith recording effort (Minn. Stat. § 559.21 subd. 4b); judicial termination survives. Recording is a precondition to the seller’s cheapest exit. See minnesota, statutory-cancellation, notice-and-cure.
• Bankruptcy backstop. If the seller files bankruptcy, the trustee wields the strong-arm power of a hypothetical bona-fide purchaser / judicial-lien creditor under 11 U.S.C. § 544(a). A buyer whose interest was recorded before the petition generally defeats the strong-arm power; an unrecorded buyer is exposed. See seller-bankruptcy-mid-contract, bankruptcy-treatment-of-cfd, executory-contract.

Quick checklist (operator)

1. Pull the statute for the county where the land sits — recording-act type + any CFD-specific mandate (recording-and-priority).
2. Choose the instrument — full contract where a mandate names it (MD, OH, TX) or privacy is unneeded; memorandum where the state allows it and you want price terms private (IL, MI).
3. Draft to recordable form — legal description, parties, acknowledgment, and any statutory attachment (TX: § 5.069 disclosure).
4. Calendar the deadline — TX 30 days, OH 20 days, MD 15 days, IL 10 business days, MN four months; permissive elsewhere but record at closing anyway.
5. Record + pay at the county recorder (OH: also deliver a copy to the auditor); keep the stamped receipt / instrument number.
6. Confirm with a post-recording title search; verify correct indexing; identify any senior pre-existing liens you take subject to.

Primary sources (retrieved 2026-06-08)

• Tex. Prop. Code § 5.076 — “the seller shall record the executory contract, including the attached disclosure statement required by Section 5.069 … on or before the 30th day after the date the contract is executed”; damages “may not exceed $500 for each calendar year of noncompliance.” https://texas.public.law/statutes/tex._prop._code_section_5.076
• Tex. Prop. Code § 5.079(a) — “A recorded executory contract shall be the same as a deed with a vendor’s lien,” enforceable “by foreclosure sale … or by judicial foreclosure.” https://texas.public.law/statutes/tex._prop._code_section_5.079
• Ohio Rev. Code § 5313.02(C) — “Within twenty days after a land installment contract has been signed by both the vendor and the vendee, the vendor shall cause a copy of the contract to be recorded … and a copy of the contract to be delivered to the county auditor.” https://codes.ohio.gov/ohio-revised-code/section-5313.02
• Md. Code, Real Prop. § 10-102 — within 15 days after both sign, “the vendor shall cause the contract to be recorded”; failure gives the purchaser an unconditional right to cancel and an immediate refund of all payments before the vendor records. (Recording the contract itself, not a memorandum.) https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=grp&section=10-102&enactments=false
• Md. Code, Real Prop. § 10-104 — after recording, the property is held subject to the rights and interest of the purchaser, fixing the recorded purchaser’s interest as prior to later-arising claims or liens. https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=grp&section=10-104&enactments=false
• 765 ILCS 67/20 — “Within 10 business days of the date of sale … the seller shall record the contract or a memorandum of the contract”; if not, “the buyer has the right to rescind the contract until such time as the seller records the contract,” with refund of all money paid (and a 90-day window if title is clouded). https://www.ilga.gov/documents/legislation/ilcs/documents/076500670K20.htm
• Minn. Stat. § 507.235 — contracts for deed “shall be recorded by the vendee within four months”; a non-recording vendee owes a civil penalty “equal to two percent of the principal amount of the contract debt” (unless the vendor failed to furnish a recordable copy); residential vendors must record within four months. https://www.revisor.mn.gov/statutes/cite/507.235
• Minn. Stat. § 559.21 subd. 4b — “a vendor may not terminate a contract for deed under this section if the contract has not been recorded as required under section 507.235 … and the vendor has failed to make a good faith effort to record”; “Nothing contained in this subdivision bars judicial termination of a contract for deed.” https://www.revisor.mn.gov/statutes/cite/559.21
• N.C. Gen. Stat. § 47-18 (Connor Act; pure-race) — no conveyance valid “as against lien creditors or purchasers for a valuable consideration … but from the time of registration.” https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/BySection/Chapter_47/GS_47-18.pdf
• Fla. Stat. § 695.01(1) (notice act) — unrecorded conveyance/mortgage not “good and effectual in law or equity against creditors or subsequent purchasers for a valuable consideration and without notice, unless the same be recorded.” https://www.flsenate.gov/Laws/Statutes/2024/695.01
• Mich. Comp. Laws § 565.29 (race-notice act) — unrecorded conveyance “void as against any subsequent purchaser in good faith and for a valuable consideration … whose conveyance shall be first duly recorded.” https://www.legislature.mi.gov/Laws/MCL?objectName=MCL-565-29
• Mich. Comp. Laws § 565.354 — a recorded, acknowledged land contract “shall have the same force and effect, as to subsequent encumbrancers and purchasers, as the recording of deeds.” https://www.legislature.mi.gov/Laws/MCL?objectName=MCL-565-354
• 11 U.S.C. § 544(a) — trustee’s strong-arm power (hypothetical bona-fide purchaser / judicial-lien creditor); a recorded interest generally defeats it. https://www.law.cornell.edu/uscode/text/11/544

Meta

• needs_verification:
  • Whether any jurisdiction prescribes a standardized statutory memorandum form (fill-in blanks) by statute, as opposed to allowing any instrument that satisfies the recording act’s formalities. Not separately retrieved this run; the SCOPE’s “prescribed form where a state requires one” is confirmed only as to which instrument (full contract vs. memorandum) the CFD mandates name, not a prescribed blank form.
  • Whether jurisdictions beyond TX, OH, MD, IL, MN impose a CFD-specific recording deadline. The “permissive” classification for all other states was inferred from the absence of a mandate, not confirmed by a statute-by-statute sweep of all 56 CFD chapters; treat the mandate list as confirmed-present, not confirmed-exhaustive.
  • The exact recording-act type (pure race / notice / race-notice) for the majority of jurisdictions beyond the three anchored here (NC pure race, FL notice, MI race-notice). Retrieve and classify each state’s general recording statute before relying on it in a priority dispute; the per-state §5 modules carry local mechanics but not all yet pinpoint the statutory type.
  • Whether recording triggers transfer/recordation or documentary-stamp tax at the contract stage (vs. only at deed delivery) is state-specific; tracked in the per-state §6 tax modules, not re-verified here.
• cross_links: recording-and-priority · equitable-conversion · equitable-title · forfeiture-vs-foreclosure · statutory-cancellation · notice-and-cure · executory-contract · underlying-mortgage-wrap · wrap-around-mortgage · due-on-sale-clause · intervening-seller-judgment-lien · seller-bankruptcy-mid-contract · bankruptcy-treatment-of-cfd · texas · ohio · maryland · illinois · minnesota · michigan · north-carolina · florida
• changelog:
  • 2026-06-08 — Page created. Operational playbook for recording a CFD or memorandum: instrument choice (full contract vs. memorandum), recordable-form requirements, the five CFD-specific recording mandates with deadlines/instruments/consequences re-verified this run (Tex. Prop. Code §§ 5.076, 5.079; Ohio Rev. Code § 5313.02(C); Md. Real Prop. §§ 10-102, 10-104; 765 ILCS 67/20; Minn. Stat. §§ 507.235, 559.21 subd. 4b), priority confirmation, and the four jobs recording does (notice/priority, remedy-defining in TX, remedy-gating in MN, bankruptcy strong-arm backstop under 11 U.S.C. § 544). Flagged prescribed-form and mandate-exhaustiveness gaps under needs_verification.

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Disclaimer. This page is legal information, not legal advice, and may be out of date. Recording deadlines, the instrument the statute requires, the priority recording confers, and the penalty for failure change and turn on the specific instrument recorded, the county’s recording mechanics, and the order in which competing interests arise. Confirm the current statute, your state’s recording-act type, and that any cited authority is still good law before recording or relying on priority, and consult a licensed attorney in the relevant jurisdiction.