When you’re selling a commercial property in Florida, you want the deal to move forward without delays, surprises, or legal loose ends. But this process is a series of decisions that affect your timeline, tax exposure, and bottom line.
According to National Mortgage Professional, nearly 15% of residential sales fail to close. With commercial sales being far more complicated, the failure rate can be even higher. Being properly prepared with correct contracts can secure more closings.
That’s exactly how KEW Legal® approaches real estate deals. Our firm is known for giving clients straight answers, cutting through red tape, and making sure the legal side of the sale actually supports the business side. No over-complication, no hand-waving, just practical guidance that protects your interests and keeps things moving.
Key Takeaways
- Verify ownership, clear title issues, and organize documents early to avoid delays.
- Keep your property’s legal and financial structure clean to strengthen valuation and buyer trust.
- Use precise contracts and disclosures to prevent deal-breaking risks.
- Hire a business attorney to protect your interests and the sale in today’s cautious market.
How Selling Commercial Property in Florida in 2025 Looks Different
In 2025, Florida’s commercial property market is shifting. Investor activity is high, around 70% of commercial real estate investors are planning to acquire more assets this year than the year before, according to a CBRE. But while interest is strong, deals are taking longer and risk management matters more than ever.
Sellers have to move with precision and avoid scams like wire fraud. Add in elevated interest rates and more cautious buyers, and it’s clear that selling in Florida today means staying sharp on both business and legal fronts.
How to Know What Your Commercial Property Is Worth in 2025
Valuation still depends on fundamentals like income, location, and cap rates. But with investor focus narrowing, it’s important to present a property with clean financials and a clear legal structure.
If your property is held through an entity, make sure it’s in good standing, as that foundation impacts how the deal is priced and closed.
8 Steps for Selling Commercial Property in Florida in 2025
Each stage of the sale comes with legal tasks that can slow things down or keep everything on track. Here’s what you’ll need to handle to move forward with clarity and control.
Step 1: Verify Legal Ownership
Check who legally owns the property.
- If it’s held by an LLC, partnership, or trust, confirm that the entity is authorized to sell.
- Review the operating agreement or trust deed.
- Prepare a formal resolution approving the sale, signed by all required members or managers.
Before you list, confirm your ownership documents and, if needed, get an operating agreement resolution authorizing the sale.
Step 2: Order a Title Search
Get a title company to run a full title search. You need to confirm there’s clear ownership and no hidden issues, like old liens, easements, or title defects. If there are problems, deal with them now.
The title insurance industry paid out over $500 million in claims in the first nine months of the previous year, according to the American Land Title Association. In Florida, that risk hasn’t gone away. Ordering a title search early can uncover liens, easements, or other encumbrances that could delay or derail your sale.
Step 3: Review and Organize Legal Documents
Gather everything a serious buyer will ask for. This includes:
- Current lease agreements
- Environmental assessments (Phase I or II)
- Zoning verification
- Building permits and certificates of occupancy
- Survey and site plans
- Loan payoff statements (if applicable)
Commercial buyers in Florida typically expect up to 60 days for due diligence, based on standard industry timelines. That period often includes a full review of leases, zoning records, environmental reports, surveys, and financials. Having your documents organized before listing speeds up the deal and builds trust with serious buyers.
Step 4: Disclose Material Information
Buyers need a clear picture of what they’re getting into, and legally, you’re responsible for giving it to them. That means disclosing anything that could materially affect the property’s value or use. Structural issues, environmental concerns, unpaid taxes, pending lawsuits, code violations, tenant problems, if you know about it, disclose it.
Put everything in writing. Create a disclosure packet that outlines known issues and attach a disclaimer stating that buyers are responsible for their own due diligence.
There haven’t been any new 2025 disclosure laws added for commercial property in Florida. The state still follows a version of “caveat emptor”, the buyer is expected to do their homework. But legally, sellers can’t hide defects. if you know about a serious issue, you’re better off disclosing it up front with written disclaimers that limit your exposure.
Step 5: Review Letters of Intent Carefully
A Letter of Intent (LOI) might look simple, but it sets the tone and often the terms for the entire deal. Don’t treat it like a handshake. Review every detail before signing.
Focus on the purchase price, deposit terms, contingencies, financing deadlines, and how long the offer stays open. Watch for vague language that could become a problem later, like “subject to further review” or “pending buyer satisfaction.” If the buyer is using an LLC, ask for proof of funds and confirm who’s backing the deal.
Unless you want it to be binding, make sure the LOI says so clearly. Some buyers slip in terms that can hold you accountable before the real contract is even drafted. Always have legal eyes on it before you sign.
Step 6: Negotiate a Solid Purchase Agreement
This is the contract that controls the entire deal, every dollar, deadline, and risk. It needs to be clear, enforceable, and built to protect you. Spell out the purchase price, deposit amount, and closing date.
Define exactly what happens if the buyer backs out or delays. List what’s included in the sale, fixtures, leases, equipment, and what’s not. Add deadlines for inspections, financing, and document delivery. Limit your liability with clear disclaimers and caps on damages.
With interest rates still high, many deals hinge on financing clauses. As noted by CBRE, financing issues are a top reason deals fell through in 2025. That makes it important to write a purchase agreement with clear terms, tight timelines, and protective language.
Don’t rely on boilerplate templates, contracts today need to be precise to hold up in a risk-sensitive market.
Step 7: Coordinate a Clean Closing
In Florida, it’s common for the full closing process to take 75 to 90 days. That includes due diligence, financing, legal review, and final settlement. Make sure all liens are cleared, documents are in order, and prorations are handled properly, mistakes here can delay funding or trigger disputes.
Step 8: Keep Records and Wrap It Up Right
Florida law requires real estate professionals to keep transaction records for at least five years, and smart sellers should do the same. That includes the purchase agreement, disclosures, escrow statements, and emails tied to the deal.
If you used a 1031 exchange or had tenant transitions, keep that paperwork too, especially if you’re audited or a dispute comes up after closing.
Should You Sell On Your Own or Hire a Business Attorney?
Technically, you can sell a commercial property in Florida without hiring a business attorney, but it’s a risk that can cost you far more than legal fees if something goes wrong.
Commercial real estate deals are layered with legal obligations, tax consequences, and financial risks that residential deals often don’t involve. Even small mistakes in your contract language, entity documents, disclosures, or closing procedures can open the door to lawsuits, penalties, or delayed closings.
A business attorney makes sure that every document you sign, from the Letter of Intent to the Purchase Agreement, is properly structured to protect your interests. They help you negotiate terms that limit your liability, review disclosures to avoid future claims, and make sure the sale complies with Florida’s commercial real estate laws.
Want Legal Clarity Before You List?
Selling commercial property isn’t just about price, it’s about getting the deal done cleanly, with no loose ends. If you want legal advice that’s practical, responsive, and actually moves your deal forward, KEW Legal® is built for that.
Talk to a business and real estate attorney who’ll give you straight answers and protect your interests without wasting your time.
Get in touch with us here to take the next step.
