Florida Real Estate Closing Checklist
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A Step-by-Step Guide for Commercial Buyers and Sellers
Closing on commercial real estate in Florida involves far more than signing a contract and handing over keys. Whether you're acquiring a retail center, office building, industrial site, or multifamily asset, commercial transactions come with a host of legal, financial, and logistical considerations that don’t apply to residential closings. From navigating due diligence to understanding title exceptions, environmental concerns, and tenant estoppels, missing a single step can delay your closing, or result in long-term liability.
This guide walks through key steps in the commercial closing process so buyers and sellers can move through the transaction with confidence and clarity. Whether you're working with investors, developers, or institutional lenders, a well-organized approach helps avoid costly surprises at the closing table.
1. Hire a Real Estate Attorney
Although Florida doesn’t require an attorney to close a real estate transaction, involving a real estate attorney, especially in commercial deals, is often critical. Commercial contracts are complex, and attorneys play a key role in identifying and resolving issues that could affect value, use, or liability. From reviewing and negotiating the purchase agreement to examining title, survey, zoning, and lease documents, an experienced attorney helps protect your interests and ensure legal compliance. Attorneys can also assist with entity structuring, environmental disclosures, financing coordination, and preparing or reviewing closing documents, helping to avoid costly oversights and keeping the deal on track.
At Vo Law, we are proud to be a trusted real estate law firm serving clients throughout Northeast Florida Northeast Florida. Our attorneys handle every detail of the closing process from reviewing contracts, addressing legal risks, and coordinating with all parties involved. With a focus on commercial transactions, we work to protect your interests and deliver a smooth closing from start to finish.
2. Execute the Purchase and Sale Agreement
The purchase and sale agreement is the foundation of any commercial real estate transaction. It outlines key terms such as purchase price, earnest money, due diligence timelines, closing conditions, and default remedies. Unlike standardized residential contracts, commercial agreements are highly negotiated and often include complex provisions related to environmental disclosures, lease audits, zoning compliance, indemnities, and post-closing obligations. Both parties should review the agreement closely with counsel to ensure that the contract reflects their expectations and allocates risk appropriately.
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3. Secure Financing (If Applicable)
Buyers relying on financing must work closely with their lender to meet underwriting requirements and coordinate funding. Commercial loans often involve personal or entity guarantees, extensive financial disclosures, third-party reports (e.g., appraisal, environmental, and engineering), and legal opinion letters. It's important to understand how loan covenants, recourse provisions, and timing impact your ability to close. Sellers should be aware that delays in lender approval can affect the overall closing timeline.
4. Conduct Due Diligence
The due diligence period allows the buyer to investigate the physical, legal, financial, and operational condition of the property. This may include reviewing leases, rent rolls, service contracts, title and survey exceptions, zoning and land use compliance, environmental reports (such as a Phase I ESA), building condition assessments, and more. Sellers must be prepared to deliver relevant documents promptly and respond to buyer inquiries. Both parties should work closely with legal counsel during this period to address issues that may require contract modifications or escrow holdbacks.
5. Review and Resolve Title and Survey Matters
Title review is critical in commercial transactions. Buyers must ensure that there are no unexpected liens, encumbrances, easements, or use restrictions that could interfere with property operations or development plans. Simultaneously, a commercial survey (such as an ALTA/NSPS survey) should be reviewed alongside the title commitment. Any objections must be raised within the contractually agreed-upon timeline. Sellers should address curative items early to avoid last-minute delays.
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6. Negotiate and Resolve Contingencies
Contingencies in a commercial deal can include financing approval, completion of satisfactory due diligence, tenant estoppels, zoning verifications, or approvals from investment committees or partners. All conditions precedent to closing should be tracked and resolved before the scheduled closing date. Any remaining concerns should be addressed through negotiated solutions such as price adjustments, escrow reserves, or contract extensions.
7. Prepare Closing Documents
Both parties must work with their attorneys and title agents to prepare the appropriate closing documents. This may include a deed, bill of sale, assignment of leases and contracts, FIRPTA affidavits, organizational resolutions, estoppel certificates, tenant notices, and closing statements. The buyer’s attorney will also review title insurance policies and lender-required documents. Coordination with the title company is essential to ensure that all requirements for disbursement and recordation are met.
8. Final Review and Closing
Once all conditions are met and documents are finalized, the parties proceed to closing. In commercial transactions, closings are often handled remotely through escrow with documents executed in advance. Funds are wired, documents are exchanged, and title is officially transferred upon recording. At this stage, attention to detail matters. Errors in document execution or missing paperwork can delay funding or create legal exposure.
9. Record the Deed and Finalize Post-Closing Items
The deed is recorded with the appropriate county to officially transfer title. Post-closing, the buyer should ensure that all utility transfers, vendor contracts, and tenant notices are properly issued. Sellers should confirm release of any mortgages, security deposits, and post-closing obligations. Buyers may also need to finalize insurance coverage, property management, or operational onboarding.
Vo Law is Here to Support Your Commercial Closing
Commercial real estate transactions demand a strategic, detail-oriented approach. At Vo Law, we support buyers and sellers throughout Florida with legal counsel tailored to commercial property acquisitions, dispositions, and development. From negotiating contracts to resolving title issues and navigating due diligence, our team is here to help you close with confidence.