Researching the Property and the Owner

Most listings die in diligence, and most causes were findable in an afternoon. The owner could not sign. The building was smaller than claimed. A lien surfaced at title. A tenant held a right of first refusal nobody mentioned.

This lesson is a repeatable Central Florida workflow, with a one-page brief and a worked example on a 40,000 SF flex building in Sanford. The Pre-Appointment Packet tells you what to assemble. This lesson tells you what to verify.

Step 1: The county property appraiser

Start with the parcel. Each of the seven counties (Orange, Seminole, Osceola, Lake, Polk, Brevard and Volusia) has an appraiser search by address, owner or parcel ID. Confirm the jurisdiction first: a Sanford, Kissimmee or Orlando address may sit inside a city, which then controls zoning and permits.

PA means property appraiser.

Pull these fields for every parcel:

• Owner of record and mailing address: the mailing address often points to the decision-maker
• Sales history and building data: dates, prices, deed types, year built, building and land SF
• DOR land-use code: the state Department of Revenue classification the appraiser assigned
• Just value, assessed value and exemptions

The land-use code is not zoning. The DOR code is a tax classification. Zoning is the local rule on what may operate there, and a parcel coded warehouse can be zoned for something narrower.

Appraiser square footage is a lead, not a fact. It often differs from the seller's number, the lease measurement and the survey. Write down all three. If the gap is more than a few percent, resolve it before the offering memorandum (OM) goes out, because price per SF and rent per SF depend on it.

Step 2: Official records and the chain of title

Search official records by owner name and legal description, and read the whole file.

1. Vesting deed and the chain behind it: the last price paid is a rough basis and hints at a 1031 exchange or large gain
2. Mortgages and assignments: a chain of assignments often means a securitized loan, with slower payoff and possible defeasance
3. Claims of lien and judgments: unpaid contractors and creditors cloud title
4. Lis pendens: a recorded notice that litigation affects the property. A live one means counsel first
5. Easements and deed restrictions: access, utilities, prohibited uses, exclusives granted to a neighbor
6. Recorded memoranda of lease, options or rights of first refusal: tenant rights the seller may forget
7. UCC filings: operator and tenant business-asset liens are searchable at the Florida Secured Transaction Registry. Ask counsel whether fixture filings should also be searched in the county records

Then check the tax collector for paid or delinquent status. Taxes are billed in November and turn delinquent after March 31. Unpaid taxes can be sold as a tax certificate, and an unredeemed certificate can eventually lead to a tax deed, so delinquency is a title problem. Look for non-ad valorem charges on the bill, including a community development district (CDD) assessment on land and pad sites. Ask the district for a statement of remaining bond principal and plan a payoff or proration at closing.

Step 3: Taxes and the 10% cap

This lesson owns the assessment-cap reset.

Under F.S. 193.1555, assessments on commercial, industrial, retail, medical office and vacant land parcels cannot rise more than 10% a year for non-school levies. School levies are assessed at just value. Agricultural-classified land follows separate rules, so ask the appraiser.

The cap belongs to the owner and does not transfer. After a change of ownership or control, the property is assessed at just value as of January 1 of the following year. A change of ownership or control includes:

• A sale, foreclosure or any transfer of legal or beneficial title
• A cumulative transfer of control, or of more than 50% of the ownership, of the entity that owned the property when it was last assessed at just value

The second trigger catches an owner who sells 60% of an LLC with no deed. Off-record changes must be reported on Form DR-430, and failure carries penalties and interest. A qualifying improvement adding at least 25% to just value also resets the assessment.

Timing: a 2026 closing leaves the 2026 bill alone. The reset lands on the 2027 bill. Prorations normally use the seller's capped bill, so the buyer absorbs the jump and may ask for a reserve.

Amendment 3: a measure on the November 3, 2026 ballot would lower the commercial-property cap from 10% to 5% starting in 2027 if 60% of voters approve. The outcome is unknown as of September 28, 2026, and the cap would still reset on a sale. Re-check before quoting.

Here is a buyer bill against a seller bill. These are illustrative numbers, not market data. A Seminole County flex building with 12.0 mills non-school and 5.5 mills school (a mill is $1 per $1,000):

The buyer's bill is $18,350 higher. In a NNN or flex lease that becomes a tenant occupancy-cost issue at renewal, and any share the owner absorbs cuts NOI. Never show the seller's capped bill as the OM tax line. Your broker opinion of value (BOV) uses the reassessed number, as The Underwrite, the BOV, and the Net Sheet shows.

Pull the real just value and millage from the appraiser for each subject, and confirm tax points with your broker of record, a Florida real estate attorney and the seller's CPA.

Step 4: Sunbiz and signing authority

Search Sunbiz by entity name, officer, registered agent or address. Open the filed documents, not just the summary. Record status, principal address, registered agent, managers or officers and annual reports.

Check status at intake. Annual reports are due January 1 to May 1. Entities that have not filed are administratively dissolved or revoked at the close of business on the fourth Friday of September, which in 2026 was September 25. An owner that skipped its report may now show as inactive. Reinstatement takes an application and back fees, so get it done before signing.

Then prove who can sign.

A recorded statement of authority (F.S. 605.0302) helps with an LLC, and a certification of trust spares you the trust instrument. Neither replaces asking for documents.

Wait when the defect is curable: reinstatement, a missing consent, letters not yet issued. Walk away when the person pushing the listing cannot show authority, will not say who controls the owner, or co-owners openly dispute the sale.

The rule: no proof of signing authority means no listing. It means a conversation.

Step 5: Zoning, flood and environmental screens

• Zoning and future land use: use county or city GIS layers, and note overlays
• Zoning verification letter: the planning office confirms zoning and consistency with the comprehensive plan, and turnaround can run weeks. It reports what the code says today, not that the use is legally established or free of violations
• Legal nonconforming use: the use predates the current code. Expansion and rebuild rules are local, so get answers in writing
• Flood: check the FEMA Flood Map Service Center. A special flood hazard area has a 1% or greater annual flood chance
• Environmental: run the FDEP Contamination Locator Map and its tank and dry-cleaning layers. Auto, fuel and dry-cleaning uses nearby are classic surprises. See our environmental due diligence guide for Florida
• Wetlands: the USFWS National Wetlands Inventory is a screen, not a determination. On land, never publish buildable acreage from a mapper hit
• Traffic counts: FDOT Florida Traffic Online gives annual average daily traffic (AADT) by road segment
• Permits and code enforcement: search open cases and open or expired permits

Step 6: Listing history

Expired and withdrawn listings are clues. Check LoopNet, Crexi and CoStar-type sources, and ask the owner.

• Price cuts and days on market: they show where the market said no
• The last broker's tail: a protection period can put a commission claim on your deal. Ask for the old agreement and prospect list. The Commercial Listing Agreement and Addenda covers tail language
• Why it failed: price, condition, financing, a tenant or title?

Step 7: What only the seller can supply

• Rent roll and every lease with amendments: the leases control the rent roll. Use the Rent Roll and T-12 Review Checklist
• T-12 and two prior years: strip any line for state sales tax on rent, which Florida repealed for occupancy periods starting October 1, 2025
• Debt terms: lender, balance, maturity, prepayment terms and assumability. Request a payoff or defeasance quote at listing, not at contract
• Capex, offers and disputes: roof, HVAC and paving dates, unsolicited offers, tenant disputes, code notices, loss runs and a current insurance quote

Ask about these tenant rights by name. Lesson 6 covers how to disclose them in the listing package:

• ROFR and ROFO: a right of first refusal lets the holder match a third-party offer. A right of first offer makes the owner offer to the holder first. Read the notice steps and day counts in the lease
• Purchase options: on single-tenant NNN, an option or ROFR is a red flag buyers price in or walk from
• Transfer consent: does the lease require anything when the landlord sells?
• Exclusives: they limit what a buyer can lease to vacancies
• Go-dark and co-tenancy: one tenant going dark can trigger other leases' rights

Disclose these rights in the OM. A buyer who finds them late retrades or walks.

Step 8: Tenant research

Confirm corporate or franchisee operator, guarantor credit, recent closures and Florida expansion news rather than trusting the seller's description. Use NNN tenant credit ratings and tenants expanding in Florida. For retail and quick-service restaurant (QSR) tenants, ask for store sales. A rent-to-sales ratio of roughly 6-8% is a rule of thumb for a healthy store, and a high one raises renewal and go-dark risk.

The one-page research brief

Owner outreach

Prefer entity landlines and mailed letters for first contact. Call only between 8 a.m. and 8 p.m., the conservative reading of Florida's calling hours. Screen against the National Do Not Call Registry and Florida's list, and keep an internal list. The business-to-business exemption does not reliably cover a decision-maker's personal cell number. Automated dialing and texting to mobile numbers brings federal TCPA and Florida solicitation rules, including written consent. Honor opt-outs at once, log every request, and have your broker of record confirm firm policy first. This is not legal advice.

A worked example: 40,000 SF flex in Sanford

Illustrative facts, not a real property. A 40,000 SF flex building in Sanford is held by a fictional Lakeshore Flex Holdings LLC. The seller hopes for $5.2M, or $130 per SF.

• Appraiser: 36,800 SF, coded warehousing. Seller says 40,000. The lease says 39,400. Action: measure before the OM
• Records: one mortgage, assigned twice (likely securitized), one shared-drive easement, no lis pendens. Action: request a defeasance quote now
• Taxes: current, but capped assessed value of $3,100,000 against a likely just value near $4,400,000. Action: model the buyer at about $77,000, not $58,650
• Sunbiz: manager-managed by another LLC, annual report unfiled, so the entity shows inactive. The operating agreement requires both members (60% and 40%) to approve a sale. Action: reinstate first, then collect the signed consent. No listing until both sign
• Site screens: industrial zoning, a legal nonconforming outdoor-storage use, no flood zone, a former fuel tank two parcels away. Action: discuss a Phase I environmental site assessment (ESA)
• History: withdrawn 14 months ago after two price cuts. Action: get the old agreement and prospect list
• Tenants: four, one with a go-dark right and one with an exclusive. Action: abstract both first

You walk into the appointment knowing the real square footage, the tax reset, who must sign, and what decides price. That wins the listing.

Key takeaways

• Research comes before the pitch and is repeatable
• The land-use code is not zoning, and appraiser SF is a lead
• Read the whole chain, including liens, lis pendens and recorded tenant rights
• A sale, or a transfer of over 50% of the owning entity, resets the 10% cap, so underwrite the buyer's bill
• No proof of signing authority means no listing, so check Sunbiz and collect documents
• Only the seller has the leases, T-12, debt terms and tenant disputes, so set a date
• Carry a one-page brief into every appointment

Next: Lesson 4 turns the research into the seller-side underwrite, the BOV, and the net sheet.