Commercial Buyer Representation Checklist

Do this before you tour anything. It fixes who you represent, what you are paid and what the buyer can afford.

• Qualify the buyer first: proof of funds, financing plan, signers, 1031 dates and entityAsk for proof of funds or a lender letter for the price band, whether a lender has heard the plan, who else decides or signs, any 1031 dates, the exact buying entity, when the client must close, and whether the client has toured through another broker. Red flags are no lender contact, a sold property with no qualified intermediary, and a partner who first appears at the LOI.
• Sign a written buyer representation agreement before you tour a single buildingNo Florida statute we found requires one for a commercial buyer, but it is the only way to establish single agent status, document your fee and support your notice right. Use your firm's approved form, not a general form whose statutory notice wording does not fit commercial deals.
• Name the buying entity, signers and any assignee, and define the scope tightlyWrite the exact legal name, who may sign and any new LLC or exchange entity. Scope is the asset types (NNN, the industrial subtype), a size band, a price band and the counties. Vague scope is a common source of fee disputes.
• State your relationship in writing: transaction broker or single agentFlorida presumes a transaction broker unless single agent or no-relationship status is set in writing, and it bans dual agency. The statutory notice forms do not apply to commercial deals, so list the duties you accept and what you keep confidential in the agreement.
• Write who pays your fee, how much, when it is earned and what happens on a shortfallFees are negotiated and market practice varies. Buyer rep is seller-paid only when the listing side offers a split and your agreement says it covers your fee. On an off-market deal your agreement is your only fee protection. Disclose every source of compensation, and do not accept more than the total you agreed with the buyer.
• Set the term, exclusivity and tail, and never tell a client you hold a Lien Act lienThree to 12 months of term and a 90 to 180 day tail are commonly cited, and both are negotiable. A buyer's broker has no lien on the owner's proceeds, but once the owner signs a contract that triggers your fee you may give the closing agent written notice of your right to payment (F.S. 475.719).
• If the buyer wants your own firm's listing, choose a lawful path in writing firstThe options are transaction brokers for both sides with written consent, designated sales associates when both parties have assets of $1 million or more and both sign, or a referral to another firm. Ask your broker of record, and do not tour or write an offer until the client has chosen in writing.

Turn a wish into criteria you can search, screen and price against, and check that the money is real.

• Run a 60 to 90 minute discovery meeting and translate buyer shorthandAsk what the purchase must accomplish, what would make the buyer walk, how much cash goes in and which lender has heard the plan, whether a 1031 is involved, who signs, how fast the buyer can close, what has been passed on and why. A buyer who says a 7 cap usually means high return with no risk, so ask which risk is acceptable.
• Write the buy box on one worksheet with ranked must-haves and deal-breakersNNN fields include asset type, size, price floor and ceiling, target cap rate, tenant credit, lease term, bumps, and corner access or drive-thru. Industrial fields include clear height, docks, power, truck court, zoning and yard. A must-have is not negotiable and a deal-breaker ends a search on sight.
• Send the buy box back in writing within 24 hours and get an explicit approvalSilence is not sign-off. Search only against the approved version, and update the box in writing when three offers or passes hit the same gap, when lender feedback changes loan share or timeline, or when a lease surprise tightens credit or term rules.
• Verify capital: cash, reserves, guaranty willingness and a real lender contactAsk, then verify. Ask for a lender introduction, term sheet or pre-qualification, since a buyer who says financing is no problem but names no lender has not tested the plan. Banks fit smaller stabilized deals and owner-users, while life companies and CMBS lenders often favor larger assets.
• Test the price three ways and take the lowest: equity, payment budget and lender coverageMaximum price is equity divided by one minus the loan share. Maximum loan is the annual payment divided by the loan constant, or (NOI divided by required DSCR) divided by the loan constant. You are not a lender, so gather the numbers and let the client's lender give the real answer.
• 1031 buyers: capture the sale date, QI, day 45 and 180 dates, and value and debt floorsThe price floor is the sale price and the leverage floor is the debt paid off. Build a ranked shortlist with backups before the sale closes. You can build the shortlist and calendar the dates, but you cannot promise a property will qualify, calculate boot or guarantee a lender, appraisal or survey date.
• Reset unrealistic cap rate targets with dated, sourced evidence, not argumentLabel every figure by source, date and scope, such as national asking versus closed. No firm publishes a Florida-specific single-tenant net lease cap rate index, so treat every range as market practice that varies. Show the price spread between credits, then ask which risk the buyer prefers.

Find deals that fit the buy box, then screen them in minutes so you underwrite only the survivors.

• Run two or three sourcing channels in parallel and log each deal's sourceNo channel finds everything. Combine public listing platforms, your broker network and listing agents, direct owner outreach and the MLS where commercial is carried. Each has different pros and cons, so track which source produces deals that pass.
• Give the listing agent the entity, proof of funds, a signed CA and a three-line buy boxThe confidentiality agreement is usually the listing side's form. Have the client's attorney review it and never sign for the client. Ask for the OM, rent roll, T-12, lease summaries and the offer process and deadline, but never ask for the seller's bottom line.
• Run the five-minute screen and end with pass, park or pursue plus a one-sentence reasonCheck price, cap rate on stated NOI and then on your NOI, size, location, tenant or lease, and asset condition. Pass on a hard buy box rule or kill flag and log a reason code, park with a re-screen date and the price that works, and pursue by requesting the full package.
• NNN screen: credit and guaranty, term left, bumps, lease type, landlord duties and ROFRFlags are a thin franchisee with a short guaranty, flat rent for the whole term, NNN that leaves roof and structure with the landlord on an old roof, rent far above market (dark-store risk), unreported or falling sales, and a tenant right of first refusal.
• Industrial screen: rent vs market, rollover, clear height, docks, power, truck courtFlags are above-market rent with near-term rollover, a big share of SF rolling with no renewals, clear height under what the target tenant needs, single-phase power, a tight truck court in a truck-heavy submarket, a roof near end of life, outdoor storage without approval and a special flood hazard area.
• Write kill criteria into the buy box so you can pass without a debateTypical kill flags are short term left with weak credit, deferred capital beyond the client's budget, a zoning problem or nonconforming use, an environmental flag on a fuel, dry-clean or heavy-industrial site, unrealistic NOI, a seller who will not provide leases, financials or estoppels, and a flood zone with no insurance quote.
• Off-market: check for a listing, say who you represent and follow the contact rulesIf the property is under a listing agreement, contact the listing broker, not the owner. Use the firm's licensed name in writing, apply no pressure, invent no deadline, never reveal the client's walk-away, stop after a no, and confirm calling and texting rules with your broker.

The seller's NOI is a claim, not a fact. Rebuild it from the buyer's chair and set the price before you write.

• Rebuild the seller's NOI: management, reserves, insurance, vacancy and one-time incomeSources quote a management fee of 3% to 5% of revenue, less on single-tenant NNN, and reserves of $0.15 to $0.25 per SF, while multi-tenant vacancy is often 3% to 5%. Use a current insurance quote, strip termination fees and insurance recoveries, and compare CAM billed to CAM collected.
• Model reassessed taxes at price times millage, and never add Florida rent sales taxF.S. 193.1555 resets a commercial property's 10% assessment cap to just value on January 1 after a change of ownership or control, so the seller's tax bill can understate yours. Ask the property appraiser. Florida repealed sales tax on commercial rent for periods beginning on or after October 1, 2025.
• NNN: underwrite the lease first, then roof and structure, dark risk and rent to salesCheck term left and who holds options, fixed bumps or capped CPI, who the legal tenant is, who owes the roof and structure, go-dark and early termination rights, and rent divided by tenant sales. The estoppel must match the lease file, and the lender requires the SNDA.
• Industrial: price rollover cost, in-place versus market rent and functional fitSquare feet expiring by year drive downtime, TI and commissions, and renewals cost less than new tenants. Do not pay the seller in advance for the gap to market rent. Check clear height to the lowest obstruction, doors, truck court and three-phase power, and note reserves for roof, paving, docks, sprinklers and power.
• Compare the cap rate to the loan constant, then size debt to the lowest of three testsDebt helps only when the cap rate beats the loan constant, and amortizing debt at a constant above the cap rate lowers the return. Lenders size to the lowest of DSCR, debt yield and LTV, which sets the client's equity. Run all three before calling a price financeable.
• Write the offer price and walk-away price down before the LOI, with what would move themChange the walk-away only for new facts, such as a longer term, a stronger guaranty, a roof credit, clean estoppels or a clean Phase I, never for competition. Give the client one page: NOI bridge, cap at ask, debt and cash to close, sensitivity grid and walk-away with its conditions, labeled an estimate.

Tour to confirm or break the underwrite, then fix the business terms so the contract does not reopen them.

• Finish the screen and underwrite first, and know the three facts that could kill the dealBring the buy box, the listing package, a laser measure, a camera and the property tour checklist. Do not talk to tenants unless the seller allows it, and ask the listing agent why the owner is selling, how offers will be handled and which reports exist and how old they are.
• NNN tour: access, roof, paving, drive-thru queue, neighbors and who repairs whatLook at curb cuts, medians, left-turn access, signage and the drive-thru queue. Check roof age, patches and ponding, and who owns the repair under the lease. Note parking count, paving and drainage, whether the store is open and busy, and fuel, dry-clean or auto-service neighbors.
• Industrial tour: clear height, doors, nameplates, truck court, yard, slab, sprinklersMeasure clear height to the lowest obstruction and photograph every nameplate. Watch for a stained slab, drums or floor drains, and compare the use to zoning. Clear height and truck court are hard to change, while power and dock doors can often be added at a cost.
• Send the client a one-page follow-up within 24 hours and rerun the numbersInclude photos, three positives, three concerns, open questions and any change to the underwrite. Rerun the normalized NOI through the deal analyzer, or the industrial deal analyzer for industrial assets. An out-of-state client still needs someone independent on site.
• Read the seller's process before you price, and never bid above your walk-away priceA priced listing with no deadline means underwrite first and bid to your number. A call for offers means submit your best terms by the date. In a best and final round, improve terms first and price last. Sellers also value certainty, speed and a real deposit.
• Put every business term in the LOI: price, deposit, hard date, diligence, financing, 1031A one to two page LOI names the buyer or its assignee, price, deposit amount, holder and refund date, hard date, diligence days, financing contingency or none, closing date, assignment to an affiliate or QI, 1031 cooperation at no cost to the seller, no-shop, prorations, seller deliverables and who pays each broker.
• Improve terms before price in competing offers, and do not chaseFor NNN, offer shorter diligence, a larger deposit that goes hard earlier, an attached lender term sheet and clean 1031 language. For industrial, offer seller rent-back for an operating seller, estoppels only from major tenants, an early Phase I, or a seller credit for roof or dock findings. Never misrepresent capacity, such as saying cash when the plan is a loan.

Once the LOI is signed the deal becomes a project. Read the current form and calendar every clock.

• Confirm the deposit holder, verify receipt in writing and know the escrow deadlinesA title company or attorney holding the funds is a neutral third party and safer for the client. A brokerage holding a deposit must escrow it by the end of the third business day (F.A.C. 61J2-14.010), and your broker must request written verification of receipt within 10 business days after each deposit is due when a third party holds it (F.A.C. 61J2-14.008). Never release disputed funds.
• Read the current blank contract, not memory: day counts, notices and additional termsThe Florida Realtors Commercial Contract family is CC-6, announced in March 2025. It counts calendar days, moves a weekend or holiday deadline to the next day that is neither, and keeps time is of the essence. Paragraph numbers shift between revisions, complex deals are often attorney-drafted, and you explain clauses in plain words while attorneys draft.
• Check every LOI term survived: deposit, hard date, diligence, financing, assignmentConfirm assignment is not marked not assignable by mistake and that any 1031 clause is in. Pre-qualification may not satisfy the contract's definition of loan approval, so read the financing definition and make sure its dates fit the 1031 clock. Watch for a second deposit that goes hard too early.
• Calendar the deposit-goes-hard date twice and send the written acceptability noticePut the contract date on the shared calendar, then add an internal deadline three business days earlier. As we read the form, a buyer who sends no written acceptability notice before diligence ends is treated as accepting the property as-is. Extensions are written on the approved addendum and signed before the deadline; a phone call extends nothing.

You are the project manager, not the lawyer. Use the NNN lines, the industrial lines, or both.

• Build the diligence calendar the day the PSA is signed, and send the document requestDay 0 is the effective date. Week one is deposit receipt, title commitment, ALTA survey, Phase I, property condition assessment, the document request, the lender's written list and insurance quotes. Send the client a one-page status every Friday: done, outstanding, changes in the numbers, the next three dates and decisions needed.
• NNN: abstract the lease, every amendment and side letter, and the guarantyConfirm term left, options, rent bumps and landlord duties, plus who guarantees, the scope and term of the guaranty, and whether it survives assignment. Use the NNN lease review checklist and tie rent paid to date to the rent roll and deposits.
• NNN: match the tenant estoppel and SNDA to the lease, and read them for surprisesCompare rent and paid-through date, security deposit, term and options, claimed landlord defaults or offsets, side-letter concessions and exclusive-use rights. A tenant termination right or a purchase option or ROFR can change value or override your contract. Reprice or seek a termination fee when one appears.
• NNN: confirm who owes the roof, zoning, drive-thru approvals, insurance and reassessed taxCheck roof age and condition and who owes replacement, conforming or legal nonconforming zoning and any rebuild right, who carries the policy, its limits and wind deductible with a certificate naming the landlord, and the reassessed value after sale and who reimburses it. Also check Phase I history for fuel, dry-clean and auto-service uses.
• Industrial: abstract every lease, get one estoppel per tenant, and audit the T-12 and CAMAbstract rent, steps, options, recoveries and use clauses, and reconcile estoppels dated close to closing to the leases and the rent roll. Tie income and expenses to ledgers, tax bills and invoices, and compare recoveries billed to recoveries collected. Use the rent roll review checklist.
• Industrial: order the Phase I and condition report; check roof, slab, sprinklers, powerPhase I under ASTM E1527-21 has key components that go stale after 180 days, so a delayed closing needs an update. The condition assessment (ASTM E2018 baseline) should split immediate repairs from reserves. Check roof age and moisture, slab cracks and load rating for racking, sprinkler type against the tenant's commodity, service amps, voltage and phase, and door and leveler condition.
• Verify zoning, permits, certificate of occupancy, flood zone and outside storage rightsGet written zoning verification and check for open or expired permits. For industrial outdoor storage, the zoning must allow it, the lease must grant it and the survey must show it. Rank findings by fixability: clear height and truck court depth are hard to change, while power and dock doors often can be added.
• Send the title objection letter inside its window, and never say the title looks cleanThe title agent produces the commitment and the attorney reviews exceptions and the survey. The objection letter goes out inside the contract window, and you calendar it. For surveys started on or after February 23, 2026, the 2026 ALTA/NSPS standards apply. Florida rules bar you from opining on title and require you to advise buyers to consult an attorney or obtain title insurance.
• Price a retrade with evidence, ask before the deposit goes hard, extend or walk in writingPrice a one-time cost, such as a roof with two bids, as a credit or price cut, and recurring income at 1 divided by the cap rate per dollar of NOI. Call the listing broker before you write, stay factual, and retrade once. Extend in writing before expiry when the delay is outside your control, or walk in writing before diligence ends.

You do not pick the loan or give tax advice. You match dates to reality and keep both clocks on one calendar.

• Match the loan family to the buyer and deal, and get the lender's written requirementsBanks fit most NNN and small-bay flex buyers, CMBS and life companies fit larger stabilized assets, and lease-up or IOS yards often need bridge debt. Never quote a rate or approval odds, take an application or negotiate loan terms. Ask your broker of record before doing anything that looks like arranging a loan (Chapter 494, F.S.).
• Put loan approval and appraisal dates in the PSA, and keep the lender on your calendarMarket practice is banks commonly 45 to 75 days, SBA 504 60 to 90 and bridge 10 to 30. The lender needs an estoppel and SNDA from each tenant, a Phase I with reliance and clean title, so if one slips both clocks slip. Send each report as it arrives, so the roof is not a week-four surprise.
• Owner-users: confirm the SBA occupancy rule and terms in writing before you write any dateSBA 504 and 7(a) fit owner-users only, and SBA rules generally require the owner to occupy at least 51% of an existing building (13 CFR 120.131), so pure investors cannot use them. Run the industrial lease versus buy calculator first, and confirm current terms with an SBA lender.
• 1031: engage the QI before the relinquished closing and identify by day 45 with backupsThe client may not receive proceeds. Deliver the signed written identification to the QI by midnight of day 45, and weekends do not extend it, so deliver two days early. After day 45 you cannot add a new property, so keep a backup alive. A DST interest can be a backup, but it is a security, so never sell or solicit it.
• 1031: keep value and debt floors, the day 180 date and every PSA date on one calendarThe exchange period is the earlier of 180 days or the return due date, with extensions, so ask the CPA about late-year sales. Buy equal or greater value, reinvest all net equity, and replace debt or add cash, because gaps create boot. Check the dates in the 1031 timeline calculator, and leave the tax advice to the QI and CPA.

The last 45 days can still lose the deal. Verify the money, the conditions and the entity, then hand over cleanly.

• Set the wire rule on Day 1 and verify instructions by phone with the title companyWire instructions come only from the title agent and are confirmed by phone at the number on its website, never from you by email. If anyone emails new or changed instructions, stop and call. Exchange funds come from the QI.
• Review the closing statement line by line 2 to 3 business days earlyDeed documentary stamps are 70 cents per $100 (F.S. 201.02) and the seller's cost under the Commercial Contract form, but negotiable. Mortgage stamps are 35 cents per $100 of debt (F.S. 201.08) and intangible tax is 0.2% of the mortgage (F.S. 199.133), both customarily the buyer's. Get the title agent's quote for the rest.
• Clear lender conditions: insurance binder, Phase I reliance, estoppels, SNDA, surveyThe binder should be effective at closing with the lender named and a wind deductible that meets lender terms, and on NNN the tenant certificate names the landlord. The Phase I components must be within 180 days of closing, estoppels are often wanted within about 30 days, and the survey must be certified to buyer, lender and title.
• Confirm entity documents, the ownership affidavit, non-foreign certification, CDD checksThe buyer name must tie to the PSA with the assignment delivered. Ask every buyer the same entity questions. If the seller is foreign, the buyer generally withholds 15% of the amount realized and remits within 20 days, so get the non-foreign certification at contract. On resales check the tax bill's non-ad valorem section for community development districts.
• After the keys: run the day-one handoff, the 90-day check-in and an annual reviewSign a management agreement or self-manage plan, hand over lease files, keys and warranties, send tenant letters with rent payment instructions, and request insurance certificates. In 90 days compare the first reassessed tax estimate with your underwriting and calendar every lease event. Offer an annual review of cap rate, rent versus market, the refinance window and the next 1031.