What Businesses Should Review Legally Before Signing a Commercial Lease

The Short Branch

Before signing a commercial lease, review four things in this order: the landlord, the space, the money, and the exit. Confirm who actually owns the property and whether a lender sits ahead of you. Confirm the space can legally host your business on day one. Price the rent you will really pay, not the number on the term sheet. Then read the clauses that govern how you leave, because that is where the cost hides. A lease is a multi-year financial commitment that most owners review for an afternoon, and the parts nobody reads are the parts that later decide the outcome.

Start with the Landlord, Not the Space

You are signing a contract with an entity, not a building. Confirm the legal name on the lease matches the record owner, that the person signing has authority to bind it, and that the entity is active with the Florida Division of Corporations.

Then ask about the mortgage, and keep two protections straight. Recording guards your lease going forward: a lease for a term of one year or longer is not good against creditors or later purchasers for value without notice unless it is recorded, and a short memorandum of lease is cheap to record. Recording does nothing about a mortgage that was already on the property when you signed. For a lender that came first, the protection you want is a subordination, nondisturbance, and attornment agreement, which is the document that lets you stay in the space if the lender forecloses. Ask for it while you still have negotiating leverage, which is before the lease is signed.

Two more questions while you are there: is the property under contract for sale, and is there pending litigation over it? Both change who you deal with in year two.

Confirm the Space Can Legally Do What You Need

A permitted use clause is not a zoning approval. They are separate systems, and a landlord can happily grant you a use the local code will not allow.

Confirm three things before the lease is signed:

• Zoning. The municipality, not the landlord, decides whether your use is allowed in that district.
• Certificate of occupancy. Confirm one exists for the current configuration and that your use fits it.
• Permits for your work. In Florida it is unlawful to construct, alter, modify, repair, or demolish a building without first obtaining a permit from the appropriate enforcing agency. Confirm which of your planned changes need one before you promise an opening date.

If your business needs a state license tied to the address, confirm the space qualifies first. Professional services firms get caught here more often than they expect, usually over parking counts, signage rules, or a suite that was never legally converted from storage.

Read the Rent, and Then Read the Rest of It

Base rent is the easy number. The rest is where budgets break.

Ask for the last two years of actual operating expense reconciliations, not an estimate. Look at how common area maintenance is calculated, what the landlord may pass through, whether administrative fees ride on top, and whether controllable expenses are capped year over year. Negotiate an audit right with a real window to use it.

One piece of good news for Florida tenants: the state sales tax on commercial rent was repealed effective October 1, 2025, including the discretionary surtax. Parking, boat docking, aircraft tie-down, and stays of six months or less remain taxable. If a proposed lease still recites sales tax on base rent, that is a sign the form has not been updated, which tells you something about the rest of it.

Know Who Pays for the Build-Out and Who Can Lien It

If there is any construction, the tenant improvement allowance is only half the conversation. The other half is lien exposure.

Florida law lets a landlord keep its own interest out of reach of liens for tenant work, but only if the lease expressly prohibits that liability and either the lease, a memorandum of it, or a parcel-wide notice covering all or a majority of the leases on the parcel is recorded before the notice of commencement. That protects the landlord. It does not protect you. Your leasehold and your cash still sit in front of any unpaid subcontractor, and a recorded lien clouds the property in ways that stall financing and consume weeks of your attention.

Before you sign, settle who hires the contractor, who holds the funds, what release paperwork is required at each draw, and how quickly a lien must be transferred to a bond. Settle it in the lease, not in an email three months later.

Match the Insurance and Indemnity to What You Carry

Most leases ask the tenant to insure and indemnify the landlord broadly. Take those clauses to your insurance agent before signing, not after a claim.

Two traps show up constantly. First, a certificate of insurance is not coverage; you need the actual additional insured endorsement, and its scope is often narrower than the lease assumes. Second, broad indemnity language has limits. In Florida, a general promise to cover “any and all claims” does not reach the landlord’s own sole negligence unless the lease says so in clear and unequivocal terms. That cuts both ways, and it is worth knowing which side of the line your draft falls on. Our guide to aligning insurance with contract obligations walks through the comparison in detail.

Accessibility Is Your Problem, Too

Owners often assume the building is the landlord’s compliance problem. Federal law does not read it that way. Both the landlord who owns the building and the tenant who operates the place of public accommodation are public accommodations under the ADA, and while you may allocate that responsibility by lease, the allocation binds only the two of you. A plaintiff can still name you.

The underlying duty includes removing architectural barriers in existing facilities where removal is readily achievable. Walk the entrance, the restroom, the parking, and the path of travel before you sign, and put any landlord obligations in writing.

Plan the Exit Before You Plan the Move-In

Read the ending first. It tells you what the lease really costs.

• Assignment and subletting. If consent is discretionary, you may not be able to sell your business without your landlord’s blessing.
• Personal guaranty. If you are signing one, negotiate its shape. A capped or burn-off guaranty is a different instrument than an unlimited one.
• Default and cure. Florida requires three days’ written notice to pay or surrender after a rent default under the statute governing removal of tenants. The same statute’s fifteen-day cure period for other material breaches applies only where the lease is silent or the tenancy is an oral one at will, so in a negotiated lease your cure rights are whatever the document says. Read that clause closely.
• Fees. A one-way fee clause is not automatically evened out. Florida’s reciprocity rule is written permissively, reaches only contracts entered into on or after October 1, 1988, and only covers fee provisions that fall within its terms, so a narrowly drafted clause may not trigger it at all.
• Holdover and restoration. Know the multiplier and know whether you must remove your build-out at the end.

Our breakdown of the lease clauses owners most often skip goes deeper on each of these.

The One-Pass Review Before Signing a Commercial Lease

Work the document once, in this order: owner and signing authority, lender priority and nondisturbance, zoning and certificate of occupancy, permitted use and exclusivity, base rent and operating expense history, audit rights, build-out and lien controls, insurance and indemnity, accessibility, assignment, guaranty, default and cure, holdover, and restoration.

Then build the calendar. A signed lease is a schedule of obligations, and the dates that lapse quietly are the ones that cost the most later.

Why This Review Rarely Happens on an Hourly Clock

Every owner knows a lease deserves a careful read. What stops them is the meter. When every call and every redline starts a clock, a one-hour question turns into a decision about whether the question is worth the invoice. So the lease gets skimmed, the guaranty gets signed, and the problem surfaces in year three.

That is the habit a recurring legal plan is built to break. Longevity members work with an ad hoc in-house legal team at a predictable monthly cost, so a lease review is something you send over rather than something you budget for. Streamlined matters like these are covered by the plan. You call before you sign instead of after, and the goal is a business that has stopped paying by the hour to learn what it already agreed to.

Longevity Legal Plans is powered by Jimerson Birr, P.A., Jacksonville, Florida.

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