Commercial Lease Review Florida: What to Check Before Signing

Review the lease before you sign it

A Florida commercial lease is a contract, and the signed terms usually decide who pays for what, how long you are bound, and what happens if business slows down. Residential leases come with some statutory protections for tenants. Commercial real estate tenants mostly rely on what the lease says, which is why a commercial lease review belongs before signing, not after the first operating expense bill arrives.

This guide is for business owners, professionals, property owners, and investors about to lease commercial space or other commercial property, whether office, retail, medical or industrial, in Florida. It covers the clauses that most often cause disputes, the questions to ask about each, and a checklist to use when reviewing a proposed lease and its key lease terms before signing.

Rent and who pays what

The base rent figure is only the start. Ask what you will actually pay in year one and in year five, and address rent as part of your total occupancy cost.

• Base rent and escalations. Many leases raise rent every year, either by a fixed percentage or by tying increases to the Consumer Price Index. Check the schedule and whether the increase is capped.
• Triple net (NNN) charges. Under a triple net lease, the tenant typically pays a share of property taxes, building insurance, maintenance, and other operating costs on top of base rent. Ask for the prior year's actual amounts, not an estimate.
• CAM charges. Common area maintenance charges can cover landscaping, security, cleaning and repairs. Ask what is included, whether annual increases are capped, and whether you can review the landlord's records.
• Percentage rent and other fees. Retail leases may use different rent structures, including a percentage of gross sales, and those terms can change how you budget. Look for administrative fees, late fees and any charge labeled only as "additional rent."

Operating expenses are where hidden fees most often appear. Compare your pro-rata share to the building's total square footage, and check whether capital improvements that arguably belong to the landlord are being passed through to tenants.

Current Florida law does not impose state sales tax on commercial real estate rentals beginning October 1, 2025.

Permitted use, exclusivity and build-out

The permitted use clause says what business you may run in the space. Draft it broadly enough to cover your current operations and likely changes. A narrow clause can mean asking the landlord for consent every time you add a service line or change your model.

In a multi-tenant building, ask about exclusive use. An exclusive can stop the landlord from leasing nearby space to a direct competitor, but only if the lease says so. Also check the landlord's control over tenant mix, signage, hours and building rules.

If you plan a build-out, confirm who pays for improvements, who owns them at the end, whether you must restore the space, and which permits are needed. Zoning limits what you can lawfully do in the space whatever the lease allows, so confirm your intended use is permitted before you sign. Zoning or permit problems can create legal issues before opening.

Personal guaranties

Landlords often ask the owner of a new or small company to sign a personal guaranty. A personal guaranty can put your personal assets at risk if the business cannot pay, so read it for scope. Does it cover the full lease term, every sum owed, attorney fees and future amendments, or only part of that?

Ask about alternatives before you sign:

• A guaranty capped at a set number of months of rent.
• A "good guy" guaranty that ends when you give notice and surrender the space.
• A guaranty that burns off after a period of on-time payments.
• A larger security deposit in place of a guaranty.

The landlord may say no, but your leverage is highest before signing and drops sharply afterward.

Default, notice and cure

Default provisions and other important provisions list what counts as a breach and what the landlord may do about it, and they can expose a tenant to major risk. Florida's nonresidential landlord-tenant statutes (Chapter 83, Part I) give landlords remedies in addition to the lease, so short cure periods can lead to eviction or a lawsuit quickly. Florida law also provides a statutory landlord's lien on certain tenant property for unpaid rent. Check these points:

• How many days' notice you get to cure late rent or another breach.
• Whether the landlord can accelerate all remaining rent after a default.
• Whether a default under this lease triggers a default under another lease or loan.
• Whether you owe the landlord's attorney fees, and whether the clause runs both ways.
• Whether maintenance duties, insurance, renewals, and repair obligations are clearly spelled out.

Also confirm maintenance and repair duties in writing. The lease should say who maintains the roof, structure, HVAC, plumbing and parking areas. A lease that makes the tenant responsible for major building systems can turn a modest rent into a large expense. Florida Statute § 83.201 allows tenants to withhold rent if landlords fail to make mandatory repairs under certain circumstances.

Renewal, assignment, sublease and termination

These clauses decide how much flexibility you keep if your business grows, shrinks or is sold, and they can create potential risks if your business needs flexibility later.

• Renewal options. A renewal option secures your right to extend. Review renewal provisions and renewal rights, including the rent formula, the notice deadline, and how the notice must be sent. Missing the deadline can end the option, and landlords in Florida can refuse lease renewals under specific circumstances outlined in the lease agreement.
• Assignment and sublease. You may need these rights if you sell the business, transfer operations, or downsize. Review assignment rights, the consent standard (such as "not unreasonably withheld"), and whether the proposed terms let the landlord take the space back instead.
• Termination rights. Check early termination, damage from a storm or fire, and what happens if the landlord does not deliver the space on time. Florida commercial leases often detail penalties for early termination and conditions for lease surrender.
• Holdover. Many leases charge a higher rent if you stay past the end date. Know the rate before you need it.

Insurance and Florida hurricane exposure

Leases usually require liability coverage, property insurance on your contents and improvements, and sometimes business interruption coverage. Because of Florida's hurricane and flood exposure, landlords often require windstorm and flood coverage, or pass a share of the commercial property's premiums to tenants through NNN or CAM charges.

Before signing, check the required limits, whether the landlord must be named as an additional insured, who insures the improvements, what happens to your rent if the space is damaged, and other provisions that affect casualty and insurance allocation. Ask your insurance broker to read the insurance clause with you. Rent abatement clauses are crucial in Florida because they can protect tenants during property damage or emergencies. Without that language, rent may continue even while the space is unusable during repairs.

Red flags in a commercial lease

Some terms in commercial lease agreements deserve a second look before you agree to them:

• Unclear language. Vague phrases such as "as determined by landlord" or "reasonable charges" leave room for costly disputes later. Ask for a defined formula or a cap.
• Open-ended costs. Charges with no cap, no audit right and no explanation of what they cover are a common source of surprise bills.
• One-sided rights. Look for clauses that let the landlord relocate you, change building rules at will, or end the lease early while you stay bound.
• Personal liability buried in other documents. Guaranties, security agreements and related documents can add obligations that the lease itself does not mention.
• Deadlines you can miss. Renewal notices, build-out milestones and rent commencement dates often carry strict timing that is easy to overlook.

Pre-signing checklist

Take this list to your commercial lease review.

• Total first-year cost, including base rent, NNN, CAM and any additional rent
• Rent escalation schedule and any cap
• Last year's actual operating expenses and your pro-rata share
• Permitted use clause matches your current and likely future operations
• Exclusive use rights, if competitors are nearby
• Scope and limits of any personal guaranty
• Notice and cure periods, and what counts as default
• Who maintains the roof, HVAC, plumbing and parking areas
• Renewal deadlines, assignment and sublease consent, termination rights
• Insurance requirements, including windstorm and flood
• Zoning and permits for your intended use and build-out

What an attorney review of a commercial lease covers

A lease review by a business attorney helps you make informed decisions, not just proofread documents. The attorney reads the lease and any related documents against your business goals, explains the financial obligations in plain terms, and identifies the legal terms and proposed terms that carry the most risk, such as the guaranty, default provisions and operating expense clauses.

A review can also cover the negotiation. Your attorney can propose changes to the landlord and negotiate the proposed terms of the lease, such as a cap on CAM charges, a narrower guaranty, or a clearer renewal right, and explain which points are worth pressing and which are market-standard. If the lease is part of a larger deal, such as buying a business or opening a new location, the review can also check how the lease fits with the purchase agreement and your plans for the space. That work often draws on broader real estate transactions experience.

A review does not make the attorney responsible for your business decision. It gives you the information to make that decision before you are bound.

Frequently asked questions

Can I negotiate a landlord's standard commercial lease? Yes. The landlord's form is a starting point, and your leverage is greatest before you sign. Rent, the guaranty, CAM caps and renewal terms are commonly negotiated.

Do I need a lawyer to review a commercial lease? The law does not require it. But a lease review can catch hidden fees, open-ended guaranties and unclear default terms while they can still be changed.

How long does a commercial lease review take? A standard lease may take a few business days. Allow more time if the landlord is negotiating changes or the lease is long.

How much does a commercial lease review cost in Florida? It depends on the length and complexity of the lease and the work involved. Ask for the fee structure before you start.

Talk to a Florida business attorney before you sign

If you are about to sign a commercial lease, buy a business or enter a new agreement, a review of the terms can show what you are agreeing to. The Elliot Legal Group, P.A. is a Fort Lauderdale law firm with business law and real estate legal experience, serving clients in South Florida and across Florida, including Southwest Florida. Request a consultation before you sign.

Attorney advertising. This article is general information only and is not legal advice. It does not create an attorney-client relationship. Every lease and every situation is different.