For commercial buyers, sellers, investors, developers, and business owners, a small oversight can lead to significant delays and avoidable legal risks. This guide explains how a Florida commercial real estate attorney acts as your expert navigator, ensuring a smoother journey from contract to closing. Because every transaction is unique, the information here is a starting point; always seek legal advice tailored to your specific deal.
Key Takeaways
- A commercial real estate closing attorney reviews and negotiates transaction documents, investigates title, coordinates with lenders, and resolves issues that could delay closing.
- Commercial deals often involve extra layers of complexity, such as entity authority, tenant rights, zoning, surveys, and specific tax requirements.
- Engage an attorney before signing a purchase and sale agreement to ensure your interests are protected from the start.
- Always confirm the scope of work, fees, and representation in a written engagement letter with your chosen counsel.
What Does a Florida Commercial Real Estate Closing Attorney Do?
A commercial real estate closing lawyer’s primary role is to protect the interests of the client who hired them. Their work begins long before the closing date and extends beyond the final signatures, through every phase of the deal.
Contract Drafting and Negotiation
The purchase and sale agreement is the blueprint for the entire transaction. An attorney ensures this foundational document is built to protect you. This involves:
- Reviewing or drafting the letter of intent (LOI) and the purchase and sale agreement (PSA).
- Negotiating key terms like price, deadlines, contingencies, and inspection rights.
- Defining closing conditions that must be met before the deal is finalized.
- Clarifying remedies for default and allocating closing costs and prorations.
Title, Survey, and Ownership Review
Clear title is required before you close. Your attorney reviews the title commitment for recorded liens, judgments, easements, and other encumbrances that could cloud ownership.
They also analyze the survey to verify legal descriptions, confirm access rights, and flag boundary or encroachment problems that must be cleared before closing.
Due Diligence on Commercial-Specific Issues
Commercial properties come with unique considerations that demand specialized review. An attorney coordinates the legal side of due diligence, which can involve:
- Analyzing commercial leases, tenant estoppel certificates, and subordination agreements.
- Reviewing service contracts, warranties, and permits.
- Examining condo or property owners' association documents.
- Assessing development agreements and the terms of existing financing.
At Golm Law Firm, principal attorney Crystal D. Golm is a Florida Bar-licensed attorney who has handled commercial deals across apartment complexes, office buildings, triple-net lease properties, and shopping centers—so due diligence is scoped to the risks that property type actually carries.
Coordination with All Parties
A closing attorney acts as the central point of contact for all legal matters, coordinating with the title agent, lender, broker, surveyor, and environmental professionals. They do not replace those specialists. They keep deadlines, conditions, and deliverables aligned so fewer issues surface at the closing table.
When Should Commercial Buyers, Sellers, and Other Parties Hire Counsel?
The ideal time to hire a commercial real estate attorney is during the letter-of-intent or contract negotiation stage. Once a contract is signed, legal and financial terms become much harder to change. Bringing in counsel early allows you to build protections into the agreement from the very beginning.
Key Concerns for Buyers
A buyer’s attorney focuses on confirming the quality of the asset being acquired. They investigate critical areas such as:
- Confirm the seller can deliver clean, marketable, and insurable title
- Verify zoning and permitted use match your intended purpose
- Confirm property boundaries and legal access on survey
- Negotiate inspection, environmental, and financing contingencies so you can exit if problems arise
- Review leases and financials when the asset produces tenant income
- Preserve rights to assign the contract or ownership entity if needed
Key Concerns for Sellers
A seller’s attorney works to ensure a smooth sale and limit post-closing liability. Their focus includes:
- Confirm the selling entity has authority to convey the property
- Plan payoff of mortgages and clearance of liens at closing
- Advise on required disclosures and representations to limit future claims
- Coordinate with tax professionals on advantageous sale structure
- Define any obligations that survive after closing
Lenders, landlords, and other stakeholders should bring counsel in early when their collateral, guaranties, or ongoing rights are on the line.
Certain transactions add complexity that makes early legal review essential. Treat hiring counsel as a top priority when the deal involves:
- Multi-property purchases or development projects
- Distressed sales or seller financing
- Assumption of existing loans
- Properties with tenants
- Ownership by an entity, trust, or estate
The Florida Commercial Real Estate Closing Process
A commercial closing unfolds across multiple stages, each with its own deadlines and deliverables. An experienced attorney guides you through every stage to keep the transaction on track.
- Negotiate the Contract: The parties, with their attorneys, negotiate and sign a purchase and sale agreement that sets terms, conditions, and deadlines.
- Open Title and Escrow: The parties send the executed contract to the closing and title agent. Escrow holds the buyer's earnest money deposit, often in a Florida Bar Trust Account (IOTA) when an attorney manages it.
- Complete Due Diligence: The buyer runs inspections and investigations within the contract timeframe. That work typically covers physical inspections, environmental assessments, zoning reviews, and legal review of leases and service contracts.
- Clear Title and Review Survey: The title agent issues a title commitment. Buyer and seller attorneys review it for defects such as liens or easements and work to cure issues before closing. They also check the survey for encroachments or boundary problems.
- Arrange Financing: The buyer works with the lender on loan requirements, which may include an appraisal, environmental reports, and title insurance endorsements. Attorneys coordinate with the lender so the legal documentation stays complete.
- Prepare Closing Documents: The closing attorney prepares or reviews the deed, bill of sale, closing statement, affidavits, entity resolutions, and lender documents.
- Close the Transaction: When all conditions are met, the parties sign and wire buyer funds and loan proceeds to the closing agent. The agent pays off the seller's mortgage and other costs, records the deed, and issues the title insurance policies.
Florida-Specific Legal and Due Diligence Issues to Address
Florida has specific laws and customs that impact commercial real estate closings. An attorney familiar with the state’s landscape is crucial for navigating these requirements.
Florida Taxes and Recording Costs
Transaction costs add up quickly under Florida’s state-mandated taxes and fees:
- Documentary stamp tax on deeds: $0.70 per $100 of consideration in most of the state (Miami-Dade County uses a different rate structure)
- Documentary stamp tax on notes: $0.35 per $100 on promissory notes and other written obligations to pay money
- Nonrecurring intangible tax: 2 mills per dollar on the value of new loans secured by Florida real property
Entity Authority and Ownership Structure
When the buyer or seller is a corporation, LLC, or trust, the attorney must confirm the entity is in good standing and that the signer has authority to bind it. That means reviewing operating agreements, corporate resolutions, or trust documents and checking status on Sunbiz, the Florida Division of Corporations website.
Income-Producing Property Diligence
For properties with tenants, due diligence runs deeper. An attorney reviews all leases, amendments, and options, then requests tenant estoppel certificates. These signed statements from each tenant verify lease terms and help prevent later disputes over rents, security deposits, or landlord obligations.
Federal Tax Considerations (FIRPTA)
If the seller of a U.S. property is a foreign person, the Foreign Investment in Real Property Tax Act (FIRPTA) requires the buyer to act as a withholding agent. Generally, the buyer must withhold 15% of the total amount realized by the seller and remit it to the IRS. An attorney can determine whether FIRPTA applies and keep the transaction in compliance.
What Does a Commercial Real Estate Closing Cost?
The total cost of a commercial closing is transaction-specific and depends on the property's price, complexity, and negotiated terms. The final closing statement will allocate these expenses between the buyer and seller.
Common costs may include:
- Attorney fees (flat fee, hourly, or hybrid)
- Title search and title insurance for lender and owner policies
- New survey and lender-required appraisal
- Building inspections and Phase I/II environmental site assessments
- Loan origination fees, points, and other lender charges
- Documentary stamp taxes, intangible taxes, and county recording fees
- Broker commissions set in the brokerage agreement
Budget attorney fees separately from third-party expenses. Ask for a written engagement letter that states the scope of work, billing method, and any extra charges up front—practices firms like Golm Law Firm use to keep pricing transparent.
A preliminary estimate is a starting point only. Title defects, cure work, or extended negotiations can increase the legal work required before closing.
How to Choose a Florida Commercial Real Estate Closing Lawyer
Selecting the right attorney is one of the most important decisions you'll make. Look for strong credentials, a communication style that fits how you work, and experience that matches your deal.
Use this checklist when you evaluate counsel:
- Confirm Florida Bar licensure and good standing before you engage
- Ask about experience with your property type, such as retail, industrial, or multifamily
- Prefer firms that handle title and escrow in-house so closing stays coordinated
- Identify your primary contact and how urgent issues and deadlines get handled
- Require a written engagement letter that spells out fees and scope
- Look for Florida Bar RPPTL Section membership as a signal of real property focus
In-house title and escrow cut vendor handoffs on commercial deals. Golm Law Firm integrates those services with closings so you are not managing a separate title company mid-transaction.
If you are a buyer, seller, investor, or developer ready to move forward, contact Golm Law Firm to discuss your Florida commercial real estate closing. Crystal D. Golm focuses on real estate and business law and can help protect your interests through a secure closing.
Frequently Asked Questions
How much does a lawyer charge for a real estate closing?
Legal fees for commercial closings vary with property complexity, scope of work, and issues that arise. Request a written engagement letter that sets a flat, hourly, or hybrid fee structure.
Do you need a lawyer for a real estate closing?
Florida does not always require one, but an attorney is strongly advised for commercial deals. Contracts, title, financing, leases, and entity authority create risks a lawyer is best equipped to manage.
Who does the closing attorney represent?
The attorney represents the client who hired them, either the buyer or the seller. They owe a fiduciary duty to that client alone and do not represent the lender, broker, or opposing party.
Who pays most of the closing costs?
Closing cost responsibility is negotiated in the purchase contract. Allocations depend on local customs, lender requirements, and the terms buyer and seller agree on.
Who is responsible for the title search and who pays for it at closing?
The closing agent, often an attorney or title company, typically performs the title search. The contract and closing statement state whether the buyer or seller pays for the search and title insurance premiums.
How can I get a consultation with a real estate lawyer?
Contact Golm Law Firm at (941) 704-4049 to schedule a consultation. A 30-minute phone call costs $150; a 60-minute session with document review costs $350.
