The Commercial Listing Agreement and Addenda

You won the appointment. The listing agreement is where you keep it. Most commercial listing disputes trace back to three blanks nobody filled in properly: the term, the fee, and the tail. Fill those in precisely and put every promise in writing.

This lesson covers what Florida requires of a written listing, the core terms, fees, the tail, the Commercial Real Estate Sales Commission Lien Act, the addenda, the rights to disclose before signing, and a worked Sanford NNN example. You priced the asset in The Underwrite, the BOV, and the Net Sheet and pitched it in Running the Commercial Listing Presentation. Now you paper it.

Not legal advice

This is not legal advice. Your broker of record owns the firm's forms and policies. A Florida real estate attorney owns anything the form does not cover. Cites come from the 2025 Florida Statutes, and forms and rules move. Confirm legal and tax points with your broker of record, an attorney, and the seller's CPA.

What Florida requires of a written listing

F.S. 475.25(1)(r) is a discipline provision. It tells you what a written listing must contain.

• Five required elements: a definite expiration date, a description of the property, price and terms, the fee or commission, and the proper signature of the principal or principals
• A copy within 24 hours: give the owner a legible, signed, true and correct copy within 24 hours of obtaining the written listing
• No automatic renewal: the agreement cannot require the owner to give notice of intent to cancel after the expiration date
• What that means: the listing ends on its date; renewal is a new signature or a signed extension

Trap: an evergreen clause that rolls forward unless the owner objects. Statutes get amended, so have your broker confirm the current wording.

Must a listing be written? Section 475.25(1)(r) governs listings that are written, and whether an oral commission promise is enforceable is a question for counsel. The Lien Act protects only a written brokerage agreement. Get it in writing every time.

Brokerage relationship in a commercial deal

The disclosure notices in F.S. 475.278 are built around a "residential sale": improved residential property of four units or fewer, unimproved residential property intended for four units or fewer, or agricultural property of 10 acres or fewer. Nonresidential transactions are excluded, so a NNN, multi-tenant retail, industrial, or medical office sale falls outside the notices. Small-acreage land can be pulled back in depending on intended use.

What commercial agents do:

• State the relationship in the listing: you represent the owner
• Do not act as a dual agent. F.S. 475.278(1) bars disclosed and nondisclosed dual agency. Ask your broker of record how the office applies that in commercial deals
• For in-house representation of both sides, F.S. 475.2755 allows designated sales associates in nonresidential deals, but only if the buyer and seller have assets of $1 million or more and both sign disclosures requesting it. The form is DS-5. It is not a general dual-agency workaround

Pick the listing type

• Exclusive right to sell: paid if anyone sells during the term, including the owner. It justifies a full marketing spend and is the Florida Realtors commercial form
• Exclusive agency: paid if any broker sells, but the owner can sell directly and owe nothing
• Open listing: any broker who produces a buyer is paid. Nobody invests marketing dollars in one

Recommend exclusive right to sell. To carve out a known buyer, use a named exclusion, not a weaker listing type.

The core terms

The Florida form leaves start date, end date, tail days, cancellation fee, and deposit split blank. Blanks are decisions. Fill every one or strike it.

Fee structures

Fees are not set by law. The Florida Realtors commercial form says commissions "are not set by law and are fully negotiable." Vendor articles (not a licensed survey) put total commissions on commercial sales at roughly 2-6%, lower on larger deals. Treat that as a conversation starter, not a rate card.

• Flat percentage: simple to compare against a competing proposal
• Sliding scale: the rate steps down as price rises. Illustrative: 5% on the first $1M ($50,000), 4% on the next $2M ($80,000), 3% on the last $1M ($30,000). A $4M sale pays $160,000, or 4.0%
• Minimum fee: a floor so a discounted price does not gut the marketing budget. Vendor sources cite $15K-$30K on smaller deals
• Hybrid: a percentage plus a flat dollar amount
• Kicker: an extra percent above a target price

Trade fee for term, never for nothing, and do not discount before the owner scores your pitch.

Co-broke: the buyer's broker share comes out of your total fee or sits on top, depending on what you wrote. Vendor examples split a total 2.5% and 2.5%, or 3% and 2%. Write the number, and keep it out of the MLS compensation field.

The tail and the registered-prospect list

A tail protects your fee if a buyer you produced closes after expiration. It is a contract term, not something a statute supplies. The Florida form leaves the days blank and covers anyone to whom the property was submitted through the efforts of the broker or the owner. It ends if the owner signs a bona fide exclusive with another licensed broker and a sale closes in that term. Ask your broker whether any FREC rule affects tail wording.

Vendor sources cite 6-12 month tails, which is business-broker territory. As practice, not a rule, 90-180 days limited to a named list is defensible on a $1M-$10M Central Florida investment sale.

• Send the registered-prospect list within a set number of days after expiration
• Log every CA signed, OM sent, and tour given, with dates, from day one
• End the tail if the owner relists exclusively with someone else

The Commercial Real Estate Sales Commission Lien Act

F.S. 475.700 through 475.719 gives a broker a lien on the owner's net proceeds when a commission is earned under a written brokerage agreement. It covers sales, not leases, and it excludes small one-to-four-unit property and unit-by-unit interests such as condominiums.

What the agreement must do:

• Disclose the lien rights at or before signing. F.S. 475.703(5) requires it, and a broker cannot enforce the lien if the disclosure was not made. The Florida form carries it
• Be a written contract naming the broker. The lien belongs to the broker, not the agent, and cannot be assigned

How it works:

1. The lien attaches to owner's net proceeds only, not the real property
2. The commission is earned on an event the agreement defines, or when the owner contracts to sell and a commission would be payable at closing
3. The broker delivers a sworn commission notice to the owner and closing agent within 30 days after the commission is earned and at least 1 day before closing
4. The broker may record the notice in the county public records. It is not constructive notice to a closing agent until it has been of record 60 days, and a recorded notice lapses after one year unless extended
5. The closing agent reserves the fee from net proceeds. The owner has 5 days after closing to dispute, or the commission is deemed confirmed
6. If disputed, the closing agent interpleads the funds or the parties go to court
7. The broker records a release within 7 days after payment

A buyer's broker paid by the buyer under a separate written contract gets no lien on the owner's proceeds. Recording and delivery interact in ways counsel should explain, so do not tell an owner which route "protects" you. Hand the file to your broker of record the day a contract is signed.

The addenda you prepare before the appointment ends

Bring them signed or ready. Each answers a question a buyer will ask later.

Disclose the rights that can block or reshape a sale

Tenant and lease rights

Lesson 3 defines each right and shows where to ask: right of first refusal (ROFR), right of first offer (ROFO), purchase options, transfer consent, exclusives, co-tenancy and go-dark. Here the job is disclosure. List every right you found in the seller disclosures, and quote the lease for notice periods instead of paraphrasing. Build the ROFR or ROFO period inside the buyer's diligence period and disclose the right in the OM. A buyer who finds it late will retrade or walk.

Debt

• Pull the lender, maturity, and prepayment terms at intake
• Yield maintenance is a payoff formula. Defeasance replaces the collateral, often on CMBS loans, and can take a month or more
• An assumable loan needs lender consent and a fee, and runs weeks
• Order the payoff or defeasance quote now. A prepayment number can move net proceeds more than a price cut

1031

If the owner is exchanging out, get the qualified intermediary engaged before closing and calendar the 45-day and 180-day clocks. Exchange sellers need firm dates, so add the 1031 cooperation addendum.

Florida Realtors forms

Form codes and revisions change, so confirm the current version in Form Simplicity.

• Exclusive Right of Sale Listing Agreement for Commercial Property: ERS-9cp came with the November 2024 update, and a newer ERS-10cp may since have been released
• Commercial Contract (CC-5xx): the purchase contract, not designed for complex deals
• Vacant Land Listing Agreement (VLLA-5): check whether your land deal fits it or the commercial form
• Confidentiality and Non-Disclosure Agreement (CNA-1): used with prospects before you release the OM
• Compensation Addendum Related to Buyer's Broker (CARB-1): a contract addendum for seller concessions or compensation paid to the buyer's broker
• Designated Sales Associate (DS-5) and Commission Agreement: the second carries the Lien Act disclosure for unlisted deals

One flag: in the ERS version reviewed, the paragraph on liens cites F.S. 475.42(1)(j) for a lien against the property, while the Lien Act lien attaches to net proceeds only. Ask your broker and counsel how that paragraph interacts with the Act.

Negotiate it, then write it down

• Term: 6-12 months is a common practice range for a $1M-$10M sale. Vendor sources say 3-6 months is common, but a call for offers plus diligence needs runway
• Fee: offer a structure, not a single rate
• Marketing costs: the form has no reimbursement line, so negotiate one
• Promises: everything you said in the presentation, including the weekly written activity report, goes into the agreement or it did not happen

After signing:

• Deliver a signed copy to the owner within 24 hours
• Confirm the lien disclosure is signed
• Log the effective and expiration dates
• Start the prospect log on day one
• Order the payoff or defeasance quote

A worked example: the $3.15M Sanford NNN pad

Illustrative numbers. Not market data.

Take the 4,500 SF single-tenant QSR pad in Sanford from Lesson 5. It lists at $3,150,000 after a BOV range of $3.0M-$3.2M. The owner is an LLC. You confirm active status on Sunbiz, the operating agreement names the manager, and there is no ROFR.

The owner wants a lower fee than your 4% proposal. You offer a hybrid, 3% plus $25,000, a 6-month exclusive, and a 120-day tail on a registered-prospect list.

• The property sells at $3,050,000 during the term
• 4% flat: $122,000
• Hybrid: $91,500 plus $25,000 = $116,500
• Sliding at 5% / 4% / 3%: $50,000 + $80,000 + $1,500 (3% of the last $50,000) = $131,500, an effective 4.31%
• Co-broke at 2% to a buyer's broker: $61,000, leaving $55,500 on the hybrid

You send the registered-prospect list of six names at expiration. A buyer on that list closes 100 days after expiration, inside the 120-day tail, and the fee is owed. A buyer never on the list is not. The tail definition settles the argument before it starts.

If the contract is signed with closing 75 days out, the commission is earned at contract. Your broker of record delivers the sworn notice inside 30 days and at least a day before closing.

Common mistakes

• Wrong entity name: an individual signs and an LLC holds the deed
• Missing signer: one co-owner or manager signs and the others never see it
• No expiration date: a discipline issue under F.S. 475.25(1)(r)
• Undefined tail: no days, no list, no ending
• Skipped lien disclosure: no disclosure, no lien

Key takeaways

• A written listing needs an expiration date, property description, price and terms, fee, and principal signature, with a copy to the owner within 24 hours
• Never write automatic renewal or a cancel-notice requirement into the agreement
• The F.S. 475.278 disclosure notices do not apply to nonresidential deals, but state your role in writing anyway
• Fees are negotiable and not set by law, so trade fee against term and tail
• Define the tail in days and attach a registered-prospect list
• Make the Lien Act disclosure at or before signing, and hand the notice deadlines to your broker of record
• Ask about ROFRs, options, exclusives, loan prepayment, and 1031 timing before signing

Next: Lesson 7 covers building the listing package and launching.