Selling a Commercial Property on the Treasure Coast or Space Coast: What to Prepare

Commercial

Oct 22

Quick answer: Before a commercial listing goes live, assemble the rent roll, operating statements, leases, estoppel certificates, tax records and the title and survey documents a buyer's lender will ask for. Florida law requires a written listing agreement to carry a definite expiration date, a property description, the price and terms, the fee, and the owner's signature (s. 475.25(1)(r)). A broker's price opinion is not an appraisal, and a bank lending more than $500,000 on commercial property orders one from a state certified or licensed appraiser. At closing, deed stamps run 70 cents per $100 of consideration, a foreign seller generally faces 15 percent FIRPTA withholding, and a 1031 exchange starts its 45 day and 180 day clocks when the property transfers. Who pays the deed stamps is set by the contract, not by statute.

Owners who decide to sell an office, retail, industrial or apartment property usually ask what the price should be. The better first question is what the buyer's lender will ask to see, because that sets the price more than any opinion does. This article covers what to gather, what Florida law requires in the listing agreement and advertising, the closing taxes, and the stages from listing to closing. The rules are statewide; I found no county-specific listing or transfer rule in St. Lucie, Martin, Indian River or Brevard.

The documents to assemble before you list

A buyer's lender has to underwrite the debt service coverage of the property under standards the Interagency Guidelines for Real Estate Lending (12 CFR 208, Appendix C) require federally regulated banks to set, so the income history comes first. The rent roll shows who pays what and until when; the trailing 12 month statement is the income and expense record the lender tests. I did not find an authoritative definition of either to cite. Here is the checklist.

Rent roll and trailing 12 month operating statement.
Every lease with every amendment, plus tenant estoppel certificates, each tenant's signed confirmation of its lease terms. Fannie Mae's multifamily guide has sections headed Tenant Estoppel Certificate and Subordination, Non-Disturbance and Attornment under material commercial leases.
Common area maintenance reconciliations for any triple net lease, the annual true-up of estimated charges against actual costs.
Property tax bills, with the understanding that a sale resets the assessed value (ss. 193.1554(5) and 193.1555(5)), so the buyer's taxes may differ from yours. My seller's tax bill post explains the reset.
Flood zone status and any existing appraisal or evaluation; a bank may not make what the rule calls a designated loan unless the building carries flood insurance for the term of the loan (12 CFR 22.3).
Survey, title policy, Phase I environmental site assessment, permits and certificates of occupancy. No published pre-listing standard I found names these; I list them because a buyer's due diligence will reach them.

What Florida law requires in the listing agreement

Section 475.25(1)(r) sets the floor. A written listing agreement must include a definite expiration date, a description of the property, the price and terms, the fee or commission, and a proper signature of the principal, and the licensee must give the principal a signed copy within 24 hours. It may not contain a provision requiring the owner to notify the broker of an intent to cancel after the expiration date, which rules out automatic renewal. The statute requires the fee to be stated but sets no amount, and I do not quote figures in an article.

Brokerage relationships also differ from a house sale. Under s. 475.278, a licensee is presumed to be a transaction broker unless a single agent or no brokerage relationship is established in writing, and the written disclosures Florida requires apply to residential sales, defined as improved or unimproved residential property of four units or fewer, or agricultural property of 10 acres or fewer, and do not apply in nonresidential transactions (s. 475.278(5)(b)2.). Ask what relationship applies and get it in writing anyway.

A broker's price opinion is not an appraisal

Only a certified or licensed appraiser may issue an appraisal report and receive direct compensation for it (s. 475.612(1)). A broker or sales associate may, in the ordinary course of business, perform a comparative market analysis, give a price opinion or give an opinion of value, but in no event may that work be referred to or construed as an appraisal (s. 475.612(3); s. 475.25(1)(t)). A pricing opinion I prepare for a seller is a broker's opinion built from the income and comparable evidence, and it carries that label.

The buyer's bank runs on a federal rule. Under 12 CFR 34.43, a bank need not obtain an appraisal from a state certified or licensed appraiser when a commercial real estate transaction has a transaction value of $500,000 or less; above that, it does. For the exempt transactions the bank still obtains an evaluation, which may not be called an appraisal either (s. 475.612(7)). Transaction value means the loan amount, and a commercial real estate transaction is one not secured by a single one to four family residence (12 CFR 34.42). A buyer borrowing more than $500,000 from a bank will therefore have a state certified or licensed appraiser test your price.

The advertising rules

Fla. Admin. Code 61J2-10.025 requires that all advertising be done in a manner in which reasonable persons would know they are dealing with a real estate licensee, that every advertisement include the licensed name of the brokerage firm, and that no advertisement be fraudulent, false, deceptive or misleading. When the licensee's name appears, at least the last name must appear as registered with the Commission. On an internet site, the brokerage firm name must sit adjacent to or immediately above or below the point of contact information (any address, e-mail, telephone or fax). The rule's latest amendment shown is dated February 5, 2007; I did not confirm later amendments. flrules.org shows a 2021 rule development notice on internet advertising with no adopted text, and I read the rule from the Cornell LII mirror. Misleading advertising is grounds for discipline under s. 475.25(1)(c).

For a seller, the listing describes the property by what the documents support. If the rent roll shows a vacancy, the advertising does not say the building is fully leased. The commercial listing platforms I can name are LoopNet, CoStar and Crexi; I make no claim about the reach of any of them.

Closing taxes: deed stamps and FIRPTA

Florida's documentary stamp tax on deeds is 70 cents for each $100 of consideration or fraction of it outside Miami-Dade County (s. 201.02(1)(a); DOR GT-800014, revised December 2017). Consideration includes the money paid and the amount of any mortgage or other encumbrance on the property, whether or not the buyer assumes it. The tax is paid to the county clerk when the deed is recorded. The statute does not say which party pays, and the Department of Revenue says the tax is payable by any of the parties (GT-800014); the contract allocates it. I did not confirm a published source on the customary split, so read the contract. A buyer's recorded mortgage carries its own stamp at 35 cents per $100 (GT-800014).

FIRPTA is federal. When the seller is a foreign person, the buyer, as withholding agent, generally withholds 15 percent of the amount realized (IRS FIRPTA page, updated July 21, 2026). The exception for an amount realized of $300,000 or less applies only when the buyer will use the property as a residence, a condition a commercial purchase will not usually meet. A seller may apply for a withholding certificate on Form 8288-B. A CPA handles this; know before listing whether it applies.

Line (hypothetical, St. Lucie County)	Amount	Arithmetic and basis
Sale price	$2,500,000	Assumption
Deed documentary stamps	$17,500	$2,500,000 / $100 = 25,000 increments x $0.70 (s. 201.02(1)(a))
Buyer's mortgage	$1,750,000	Assumption
Mortgage and note stamps	$6,125	$1,750,000 / $100 = 17,500 x $0.35 (GT-800014)
FIRPTA withholding (foreign seller, no exception or certificate)	$375,000	0.15 x $2,500,000 (IRS)
Appraisal	State certified or licensed appraiser required	Transaction value of $1,750,000 exceeds the $500,000 commercial threshold (12 CFR 34.43)

The table shows only the items discussed above, not every closing cost.

If you plan a 1031 exchange

An exchanging seller has two clocks that start when the relinquished property transfers. The replacement property must be identified in writing within 45 days, and received within 180 days or by the due date of the tax return for that year including extensions, whichever is earlier (Instructions for Form 8824, 2025). Section 1031 now applies only to real property held for business or investment, and U.S. real property is not like-kind to property outside the U.S. (IRS like-kind exchange tips, updated May 1, 2026). That is why an exchanging seller should have replacement candidates in view before listing. My 1031 exchange guide covers the structure, and a CPA belongs in the conversation before the contract is signed.

The stages of a sale

I did not find a published source for typical commercial timelines, so I describe the sequence without durations. First the package above, then the listing agreement, then pricing as a broker's opinion, then marketing under the advertising rule. Once a contract is signed, the buyer's lender orders an appraisal or an evaluation depending on the loan amount, applies its loan-to-value and coverage standards (the supervisory limit for improved property is 85 percent under 12 CFR 208, Appendix C), and confirms flood insurance where required. At closing the deed is recorded, the stamps are paid to the clerk, and the buyer makes any FIRPTA withholding. After closing, the 1031 clocks run if the seller is exchanging.

What I could not confirm

I could not retrieve the Florida Realtors listing and contract forms, so nothing here describes a form beyond the statutory floor. I did not find a primary source for who customarily pays the deed stamps, for confidentiality agreements in a listing package, or for the reduced FIRPTA rate on residences between $300,000 and $1 million. The estoppel and CAM descriptions are general industry usage, not quotations from a statute or guide, and I did not fetch county recording fees. Confirm the contract allocation with a Florida real estate attorney, FIRPTA and 1031 with a CPA, and the appraisal and flood requirements with the buyer's lender.

The practical takeaway

A commercial sale is priced and financed from documents. Assemble the income record and the leases first, sign a listing agreement that meets the statute, advertise by what the documents support, and settle the deed stamp allocation, FIRPTA and any exchange plan with your attorney and CPA before the contract.

Questions sellers ask about listing a commercial property

Does a listing agent's advertising have to name the brokerage?

Yes. Fla. Admin. Code 61J2-10.025(1) requires every real estate advertisement to include the licensed name of the brokerage firm, and under (3)(a) on an internet site the firm name goes adjacent to or immediately above or below the point of contact information.

Can a Florida broker give a price opinion on a commercial property?

Yes, in the ordinary course of business, but under s. 475.612(3) it may not be referred to or construed as an appraisal. Only a certified or licensed appraiser may issue an appraisal report.

When will the buyer's bank need a state certified or licensed appraiser?

For a commercial real estate transaction with a transaction value above $500,000, 12 CFR 34.43 requires an appraisal by a state certified or licensed appraiser. At or below that, the rule lets the bank use an evaluation instead, and transaction value means the loan amount.

What does Florida law require in a written listing agreement?

Under s. 475.25(1)(r): a definite expiration date, a description of the property, the price and terms, the fee or commission, the principal's signature, a signed copy to the principal within 24 hours, and no provision requiring notice to cancel after the expiration date.

How much is the documentary stamp tax on a deed?

Seventy cents for each $100 of consideration or fraction of it under s. 201.02(1)(a), including any mortgage encumbering the property. Which party pays is set by the contract; the statute is silent and the Department of Revenue says any party may pay it.

What are the 1031 deadlines after a sale?

Identify the replacement property in writing within 45 days of the transfer and receive it within 180 days or by the tax return due date including extensions, whichever is earlier, per the 2025 Instructions for Form 8824. Only real property qualifies.

Talk with William. Thinking about selling a commercial property? Send me the address, the rent roll and the leases. I will help you assemble the listing package and the questions for your attorney and CPA before the property goes on the market. Call or text (772) 800-2274 or send a message.

General information, not legal, tax, lending, insurance, survey, environmental or engineering advice. Which party pays the deed stamps is set by the contract and no published source on the customary split was confirmed; Florida Realtors form contents, typical timelines, and the definitions of a rent roll and a trailing 12 month statement were not verified. Confirm with a Florida real estate attorney, a CPA and the buyer's lender. Statute and rule references are as reviewed on October 22, 2026. William Merchant, REALTOR®, RE/MAX Gold. Each RE/MAX office is independently owned and operated. Equal Housing Opportunity.

Sources

commercial listingdoc stampsfirpta1031 exchangetreasure coast

William Merchant