Marlowe Law

Hidden costs of commercial property ownership in Florida

2026-11-13T04:50:48Z

The purchase price is only part of the cost of owning commercial real estate in Florida. Owners face ongoing expenses that continue long after the closing. Planning for these costs before they arise puts you in a stronger position to protect your investment and avoid unwelcome surprises.

Property taxes and insurance

Florida commercial properties are assessed at just value each year as of January 1. Tax rates vary by county and local taxing district. Improvements substantially completed by January 1 may affect that year's assessed value. Insurance is another ongoing cost to plan for. Federal law requires flood insurance for properties in designated flood hazard areas financed by a federally regulated or insured lender. Lenders may also require windstorm, hazard or other coverage based on the property's location, risks and loan terms. Rates can rise after active hurricane seasons or high claims. Review your policy each year to keep your coverage current.

Maintenance and operating costs

Upkeep costs add up quickly. Roof repairs, HVAC replacements and parking lot work are common expenses. Lease terms set out who pays for these costs, but vague language can lead to disputes. Know what your lease requires before problems arise. Utilities, landscaping and security add to ongoing costs and vacant space means covering them in full. Common area maintenance (CAM) charges may pass some costs to tenants in shared-space properties. Lease agreements involving equipment or other personal property may still raise tax issues, as explained in this Florida Bar article. A reserve fund helps cover planned and unexpected expenses.

Legal and compliance obligations

Owning commercial property in Florida comes with ongoing legal and regulatory duties. Common obligations include:

Permits and approvals: Local governments may require permits for renovations, signage or tenant improvements. Skipping approvals can mean fines or corrections at your expense.
Building codes and accessibility standards: These apply throughout ownership, not just at purchase.
Environmental remediation: Older properties may require asbestos removal, lead paint work or storage tank cleanup.
Tenant-related liability: Leases can shift some duties to tenants but may not eliminate your liability to others.

Regular inspections help catch problems before they become costly.

Work with an attorney before costs add up

Commercial real estate in Florida involves more than a one-time purchase. Taxes, insurance, upkeep and compliance costs add up over time. An attorney familiar with Florida real estate law can help you review your obligations and structure your agreements to protect your investment.

Choosing between an LLC and S-corp for your Florida business

2026-10-29T16:03:46Z

Starting a business in Florida means choosing a legal structure. Many owners consider a limited liability company (LLC) or an S corporation (S corp). These options differ in taxes, management and paperwork. Understanding these differences can help you make an informed choice.

How liability protection works

Both structures can protect personal assets from business debts and legal claims. An LLC generally offers flexible management under Florida law, while a corporation must follow applicable corporate governance requirements. Businesses electing S corporation tax treatment must also comply with federal tax and reporting rules. Neither structure guarantees full protection. Courts may hold owners personally liable if they misuse business funds or fail to separate personal and business finances. Both must also meet Florida's filing requirements.

How taxes differ

The IRS generally treats a single-member LLC as a disregarded entity for federal income tax purposes. A multi-member LLC is generally treated as a partnership. Owners may owe self-employment taxes on business earnings, depending on their circumstances and tax classification. An LLC can elect S corporation tax treatment if it meets IRS requirements. This election does not change the LLC's legal status under Florida law. S corp tax treatment may help some owners reduce payroll taxes. Owners who work for the business must receive reasonable salaries before taking additional profits as distributions. However, businesses must manage payroll, file tax forms and keep accurate records. These added costs may outweigh the tax savings for some owners.

Management and paperwork

LLCs offer more freedom in how owners run their businesses. They can set management roles and share profits under an operating agreement. S corporations face stricter rules. They can have no more than 100 shareholders, and shareholders must meet specific eligibility requirements. They must also follow corporate record-keeping rules.

Making the right choice

The best option depends on your profits, tax needs and growth plans. An LLC may suit owners who want flexibility and fewer formalities. S corp tax treatment may benefit profitable businesses that can manage the added costs and rules. Consult qualified tax and legal professionals to determine which option best fits your business.

Why your Florida LLC needs a well-drafted buy-sell agreement

2026-10-20T01:17:39Z

Business partners often start with shared goals and aligned expectations. Over time, unexpected life changes or commercial disagreements can create serious problems if the company has no mechanism in place to handle them. For owners of middle-market businesses across Florida, a buy-sell agreement built into the LLC operating agreement addresses those situations before they become disputes.

What a buy-sell agreement does for a Florida LLC

A buy-sell agreement is a legally binding contract among LLC members that establishes how a member's ownership interest can or must be transferred upon the occurrence of specific events. Members have broad discretion to structure these provisions within their operating agreement. Without one, state default rules govern, which can lead to unwanted ownership transfers, judicial dissolutions, or drawn-out disputes.

Common triggering events covered by buy-sell provisions

A well-drafted agreement addresses the situations most likely to disrupt the business. These typically include voluntary departure or retirement, where the agreement specifies whether remaining members have the right of first refusal before the departing member can offer equity to outside parties. Death or permanent disability provisions allow the LLC to purchase the affected member's interest, often funded through key-person life or disability insurance, rather than leaving co-owners managing alongside an heir who lacks industry experience. Divorce provisions address the risk that a member's former spouse could acquire voting or management rights, since ownership interests in a Florida LLC may be treated as marital property during equitable distribution proceedings. Bankruptcy or creditor claim provisions protect the business by restricting transfers before personal creditors can interfere with operations. Deadlock provisions allow 50/50 ownership structures to function even when members cannot agree, sometimes using mechanisms like a shotgun buyout clause where one member names a price and the other must choose to buy or sell at that figure.

Establishing a valuation method before disputes arise

One of the most valuable functions of a buy-sell agreement is locking in an agreed-upon valuation method before a triggering event occurs. Common approaches include a periodic agreed value updated by written consent, an independent appraisal by a certified business valuator at the time of the trigger, and a formulaic method such as a multiple of EBITDA or an adjusted book value calculation. Each approach has trade-offs, and the right choice depends on the nature of the business and the expectations of the members involved.

Getting professional guidance

Drafting effective buy-sell provisions requires attention to the specific facts of each ownership structure, the industry involved, and how the business is likely to evolve. Talk to a Florida business attorney about reviewing or updating your LLC's agreements.

How long does it take to buy a business in Florida?

2026-09-24T17:27:12Z

There is no fixed timeline for buying a business in Florida. Some deals close quickly. Others take several months or longer. Due diligence, financing, contract talks, licensing and deal size can all affect when you reach closing.

What happens before you close on a business?

The process often starts with talks between the buyer and seller and a letter of intent. Due diligence follows. You review financial records, contracts, assets and liabilities. The parties then work on the purchase agreement, which sets the price, payment terms, representations and warranties. Financing and other closing steps must be completed before the deal closes.

What can delay a business purchase?

Lenders may ask for more documents or appraisals, which can slow financing. Missing records can force you to seek answers and add time. Contract disputes or unclear ownership may also require legal work before you can proceed. For businesses in regulated fields, license transfers, ownership approvals or other filings may add time. The rules vary by business type and deal structure. Florida's licensing requirements can include specific steps when ownership changes. Buyers should also check for unpaid Florida tax debts before closing. The Florida Department of Revenue warns that a buyer may be liable for certain unpaid taxes tied to an existing business. Tax review can become part of due diligence and closing. New problems found during review can also lead to new talks or added protections.

How can a buyer keep the deal moving?

Several steps can reduce delays before they affect the closing date. Buyers can take several steps to keep the transaction on track:

Start the financing process early, especially when lenders need detailed records
Assemble your legal and accounting team before due diligence begins
Know what records you need before reviewing documents
Respond quickly when sellers provide information
Address problems discovered during review before final negotiations

Even with careful planning, issues can arise during an acquisition. Keeping your records organized and responding quickly can help you address problems before they delay closing.

Key factors that shape the closing timeline

The timeline depends on the deal, the business and what due diligence uncovers. Licensing, tax and other legal requirements may also affect closing. A Florida business attorney can spot issues early, structure the deal and address problems before they cause delays.

How letter of intent terms shape Florida business acquisitions

2026-09-17T10:39:53Z

A letter of intent can shape a Florida business acquisition long before the parties sign the final purchase agreement. Even when most of the document is nonbinding, it often sets the deal structure, the timeline and the terms both sides carry into the next stage of the transaction. The letter of intent matters because the parties often agree on key business points before they complete diligence or draft the final agreement. Once those points appear in writing, changing them later can require both sides to reopen issues they thought were settled.

What a letter of intent often covers in a Florida acquisition

A letter of intent often addresses price, deal structure, exclusivity, diligence access and responsibility for certain costs. It may also show whether the parties expect an asset sale, a stock sale, or a merger. Florida’s business corporation statutes govern how mergers and other business combinations are formally completed, but the letter of intent shapes the business terms well before the deal reaches that point. Basic information on Florida corporate merger requirements can help explain that later stage.

Some provisions carry legal weight even when the deal terms do not

A letter of intent generally does not require either side to complete the acquisition. However, certain provisions often take effect as soon as the parties sign. Important examples may include:

Exclusivity periods
Confidentiality obligations
Diligence access rights
Expense allocation
Closing and signing timelines

These terms can shift leverage early in the transaction. They can also create later disagreement if one side treats nonbinding deal points as settled while relying on binding provisions to control the process.

Why LOI terms matter beyond the first draft

A business owner may focus on price first and expect to work out the rest later. But once the letter of intent sets the framework, it can affect diligence, financing, risk allocation and the final drafting process. A broader look at mergers, acquisitions and related transaction planning can add context to that process. A letter of intent may not require a closing, but it can shape the path to one. Reviewing both the binding and nonbinding terms before signing can help business owners understand what flexibility they still have once negotiations move forward.

Successor liability in asset purchases: What buyers inherit

2026-09-05T00:06:14Z

When a buyer acquires the assets of a Florida business rather than its stock, the general rule is that the seller's debts stay with the seller. That protection is real, but it has limits. Under Florida law, several recognized exceptions can expose a buyer to claims from vendors, tax authorities or creditors the buyer never knew about. Understanding which exceptions apply, and structuring the deal to address them, is one of the more consequential parts of any closely held business acquisition.

When the asset deal structure does not protect the buyer

The exceptions to the general rule are not accidental. Courts and agencies have developed them to prevent buyers from using an asset deal structure to strip a business of its value while leaving creditors and tax agencies without recourse. The label on the transaction matters less than how the deal is actually structured and what continues after closing.

Four recognized exceptions that expose buyers to seller liability

In closely held company acquisitions, those exceptions tend to arise in four common patterns:

Expressly or impliedly assuming the seller's liabilities
Operating as a mere continuation of the seller's enterprise
Completing a transaction that functions as a de facto merger
Using the transaction to hinder, delay or defraud any creditor of the seller

Purchase agreements may also include voluntarily assumed obligations, such as specific contracts, leases or benefit plans the buyer agrees to accept. These are separate from the court-imposed exceptions above and are governed by the terms of the agreement itself.

Florida's bulk sales repeal and the tax clearance option

Florida repealed its bulk sales law, so there is no statutory mechanism requiring a buyer to notify the seller's creditors before closing. This makes pre-closing due diligence especially important for identifying outstanding obligations. Buyers can also request a tax clearance certificate from the Florida Department of Revenue to confirm whether the seller has any unpaid state tax obligations.

What buyers should do before signing

Florida's successor liability exceptions are narrow enough that most asset buyers will not face inherited claims – but when an exception does apply, the exposure can be significant and difficult to address after the deal closes. Buyers who conduct thorough due diligence, obtain tax clearance and negotiate clear liability allocation provisions are in a materially stronger position than those who rely on the general rule alone. The structure of the deal matters; what the agreement says about liability matters more. The structure of the deal matters; what the agreement says about liability matters more.

3 contract drafting tips to prevent disputes in Tampa

2026-08-14T15:23:41Z

Starting a new business partnership can sometimes be stressful, especially when you are concerned about potential disputes in the future. Often, that risk comes from the contract itself: unclear or complicated terms can cause confusion and may contribute to disagreements later on. Therefore, it is important to be careful when drafting a contract.

Things to keep in mind while drafting a contract

A contract plays a very important role in a business as it sets clear expectations and defines each party’s rights and responsibilities. With that in mind, consider the following when drafting a contract to help avoid conflicts later:

Use clear and specific language: Vague language may lead to contract disputes as it leaves a lot of room for interpretation. Clearly explain deadlines, payment amounts, delivery dates and the scope of work. This can help reduce conflicts by ensuring everyone understands the contract's requirements.
Include terms for unexpected situations: Specifically outline what happens if either party needs to change the contract, a deadline is not met, or if either party wishes to terminate the agreement. This can give both parties a clear way to handle unexpected issues.
Establish a dispute resolution process: Disputes can happen even when you have a clear contract. Explain how both parties will address disagreements. You may include options such as negotiation, mediation or arbitration depending on the situation.

Looking into the terms and conditions of the contract beforehand can help in understanding your obligations. You can also make updates when your business relationship or terms change to keep the agreement clear.

Take care when drafting your business contracts

Running a business can already take much of your time and attention, so the last thing you need is a contract dispute taking away your focus. Taking care when drafting your contracts may help avoid that outcome — reducing confusion, avoiding unnecessary conflicts and maintaining clear expectations with the other parties.

What are your legal options if a contract is breached in Florida?

2026-08-03T00:25:47Z

Contracts provide businesses with certainty by establishing each party's rights and responsibilities. When a client or vendor fails to meet those obligations, however, the consequences can disrupt operations, delay projects and create significant financial losses.

Understanding your legal options after a breach of contract can help you respond effectively.

What is a breach of contract?

A breach occurs when one party fails to perform its contractual obligations without a valid legal excuse. Examples include:

Failing to deliver goods or services
Missing payment deadlines
Delivering defective products
Refusing to complete agreed-upon work
Violating confidentiality provisions

Not every disagreement amounts to a legal breach, but significant failures to perform may justify legal action.

What should you do first?

If another party appears to have breached a contract, avoid making assumptions or reacting emotionally. Instead:

Review the contract carefully.
Gather emails, invoices and related documents.
Document the alleged breach.
Continue complying with your own contractual obligations whenever appropriate.

These steps may strengthen your position if the dispute escalates.

Can the dispute be resolved without litigation?

Many contract disputes are resolved before reaching court. Possible solutions include:

Negotiation
Mediation
Arbitration
Contract amendments
Settlement agreements

Resolving disputes early can reduce costs while preserving valuable business relationships.

What remedies may be available?

If negotiations fail, a business may pursue legal remedies depending on the circumstances. Potential remedies include:

Financial damages
Enforcement of contractual obligations
Cancellation of the contract
Recovery of certain losses resulting from the breach

The appropriate remedy depends on the contract's language and the facts surrounding the dispute.

Protect your business interests

A contract breach can interrupt your operations and affect your company's financial stability. Acting quickly and understanding your legal rights can help minimize those risks. An experienced Tampa business law attorney can evaluate your contract, explain your available remedies and help you pursue a practical resolution.

Preparing your business for a strategic acquisition in Florida

2026-07-16T15:36:26Z

Ensuring your business in Florida is ready for a future sale or merger requires more than just strong financial performance. You also need to pay attention to your organization’s health. Streamlining your internal processes and resolving legal issues can help increase your company’s valuation while supporting a seamless transaction.

Cleaning the books

Reviewing and updating your corporate records helps you stay in line with the Florida Business Corporation Act (FBCA). It also lets you confirm that your organizational documents, resolutions and related agreements are correct and complete. Keeping records in good order can help lower legal risk and strengthen your position during future transactions.

Addressing existing liens

You can conduct a Uniform Commercial Code (UCC) search to see if there are any liens or encumbrances filed against your business. After verifying their validity, you can obtain the necessary satisfactions to clear your company’s records and assets. Doing so can help you maintain an accurate public record of your company’s financial status.

Reducing founder dependency

A buyer may value your business more if it can continue operating successfully without relying heavily on you as the founder. A strong management team helps assign clear roles and record important operating know-how. Having a solid succession plan lowers the risk of depending on one person and shows your company can grow and be handed over smoothly.

Reviewing key contract clauses

You may want to review your existing vendor, supplier and client contracts for provisions that could be triggered by a sale or ownership transfer. Identifying these issues early can help you avoid disruptions, preserve customer relationships and ensure the transaction can proceed smoothly.

Planning ahead for a smooth transition

Addressing these foundational elements well before listing your business for sale can significantly improve your chances of acquisition. A lawyer can guide you through each step of the process to keep the deal moving forward.

Can you get a month-to-month commercial lease?

2026-07-10T12:56:48Z

It is technically possible to get a month-to-month arrangement for a commercial lease. However, these are much more common with residential leases. A landlord may allow a tenant to rent an apartment on a month-to-month basis, even if the tenant ends up staying in the space for years, just because they want the flexibility that comes along with it. With commercial leases, a month-to-month arrangement is often a major financial risk for the property owner. They are not earning anything if there are frequent vacancies, and a month-to-month setup may allow commercial tenants to quickly exit the arrangement without warning. So, although you can find examples of month-to-month leases for commercial tenants, they are certainly not the norm.

How long is the standard commercial lease?

Many commercial leases run from five to 10 years. These are long-term arrangements. You can find commercial leases for just two or three years, although this is considered relatively short. Again, this is notably different from a residential lease. One or two years on a residential lease is fairly typical, but would be short for a commercial tenant. In general, then, most tenants should expect to sign a commercial lease that is going to run between three and five years, and provisions can sometimes be made for longer leases, such as 10 years, if there is a very stable business relationship between the two parties.

Setting up a commercial lease

The duration of a commercial lease is just one key detail to consider, along with clauses regarding when the lease can be broken early, who has to pay for maintenance and upkeep, which party will cover taxes and utilities, and much more. It is very important to know exactly how the lease applies to your situation, and it can be helpful to work with an experienced attorney.