A Florida commercial lease can affect a company’s expenses, operating flexibility, personal liability, and ability to grow for years. Before signing, tenants and landlords should clearly define the rent structure, operating expenses, repair obligations, renewal rights, guarantees, and remedies for default.
Florida also eliminated its sales tax on most commercial rent beginning October 1, 2025, making older lease guidance based on the previous 2 percent rate outdated.
Portalatin Business Law Firm helps Florida businesses review and draft commercial leases before costly terms become binding. Contact the firm to have a proposed lease or letter of intent evaluated before signing.
Key Takeaways
- Florida no longer imposes state sales tax or discretionary sales surtax on most commercial rent for occupancy periods beginning on or after October 1, 2025.
- Commercial leases lasting longer than one year should be in writing, but Florida no longer requires two witnesses for leases or lease-related documents.
- Tenants should negotiate CAM expenses, repair duties, personal guarantees, renewal options, and exit rights instead of focusing only on the advertised base rent.
Is Commercial Rent Subject to Florida Sales Tax in 2026?
Most Florida commercial rent is no longer subject to state sales tax.
Florida repealed its sales tax on commercial rentals for rental or occupancy periods beginning on or after October 1, 2025. The repeal also removed the associated discretionary sales surtax. It generally covers office space, retail locations, warehouses, self-storage space, and other commercial real estate rentals.
Certain transactions remain taxable, including some charges for:
- Short-term residential accommodations
- Motor vehicle parking or storage
- Boat docking or storage
- Aircraft tie-down or storage
Tenants should review 2026 invoices to confirm that landlords are not continuing to charge commercial-rent sales tax for current occupancy periods. Taxes may still be due on late payments relating to rental periods before October 1, 2025.
Does a Florida Commercial Lease Need to Be in Writing?
A Florida commercial lease lasting longer than one year must be documented in a written agreement signed by the party against whom enforcement is sought.
Florida’s statute of frauds generally prevents enforcement of a lease lasting longer than one year unless the agreement, or a sufficient memorandum of it, is in writing and signed by the party to be charged.
The final lease should include every material commitment, including:
- Rent and additional charges
- The permitted use of the property
- Construction and repair obligations
- Tenant improvement allowances
- Renewal and expansion rights
- Exclusivity provisions
- Early termination rights
- Personal guarantees
Verbal assurances and informal emails may create confusion, particularly when the lease contains an integration clause stating that the final document represents the parties’ entire agreement. Important concessions should be incorporated directly into the signed lease.
Are Two Witnesses Required for a Florida Commercial Lease?
No. Florida law expressly provides that subscribing witnesses are no longer required for a lease of real property or an instrument related to a lease.
While other real estate instruments may have separate execution requirements, a standard Florida commercial lease does not become invalid simply because the landlord’s or tenant’s signatures were not witnessed twice.
The parties should still confirm that the people signing the lease have authority to bind the applicable business entities. Corporate resolutions, operating agreements, and management approvals may need to be reviewed when authority is unclear.
Choosing a Triple Net or Gross Lease
The right lease structure depends on how much cost certainty and operating responsibility each party is willing to accept.
Triple Net Lease
Under a triple net or NNN lease, the tenant generally pays base rent plus an allocated share of property taxes, insurance, and common-area expenses.
This structure may begin with a lower base rent, but the tenant’s total occupancy cost can increase when taxes, premiums, repairs, or management expenses rise.
Full-Service Gross Lease
Under a full-service gross lease, the landlord includes most building operating expenses in the rent.
This can provide more predictable monthly expenses, although the lease may allow the landlord to pass through increases above a stated base year or expense stop.
Modified Gross Lease
A modified gross lease divides operating expenses between the landlord and tenant.
For example, the landlord may pay property taxes and structural expenses while the tenant pays utilities, interior maintenance, and part of the building’s common-area costs. Because these agreements vary considerably, the lease should identify each party’s obligations rather than relying only on the label “modified gross.”
What Commercial Lease Costs Should a Tenant Review?
A tenant should calculate the total cost of occupancy, not just the advertised rent per square foot. Depending on the lease, the tenant may also be responsible for:
- Property taxes
- Building insurance
- Common-area maintenance
- Utilities
- HVAC maintenance and replacement
- Security and janitorial services
- Property management fees
- Parking charges
- Repairs and capital improvements
- Late fees and interest
The lease should explain how each charge is calculated, when it can increase, and whether the tenant may inspect supporting records.
What Should Retail Tenants Negotiate?
Retail tenants should review provisions that affect competition, visibility, customer access, and future expansion.
An exclusive-use clause can restrict the landlord from leasing nearby space in the same property to a direct competitor. The permitted-use provision should also be broad enough to allow the tenant to adjust its products and services as the business develops.
Retail tenants should examine:
- Exclusive-use protections
- Signage rights
- Parking availability
- Co-tenancy requirements
- Percentage-rent calculations
- Operating-hour requirements
- Assignment rights
What Should Office and Industrial Tenants Negotiate?
Office and industrial tenants should focus on building access, operating expenses, utilities, loading capacity, maintenance, and the physical suitability of the property.
Important provisions may include:
- After-hours access
- HVAC charges
- Electrical and internet capacity
- Loading docks and delivery areas
- Warehouse and storage use
- Hazardous-material restrictions
- Security responsibilities
- Parking allocations
- Expansion and contraction rights
- Assignment and subleasing
- Restoration obligations at move-out
What Happens When a Commercial Property Is Sold or Foreclosed?
A sale of the property does not necessarily terminate a commercial lease, but the tenant should review the lease’s assignment, subordination, attornment, and non-disturbance provisions.
An SNDA (Subordination, Non-Disturbance, and Attornment) agreement can establish the rights of the tenant, landlord, and lender if the property is foreclosed. A non-disturbance provision may allow the tenant to remain in possession as long as it continues complying with the lease.
Tenants should also review estoppel certificate requirements. An estoppel certificate may ask the tenant to confirm the lease terms, rent, defaults, deposits, and outstanding landlord obligations for a buyer or lender. An inaccurate certificate can affect the tenant’s ability to raise those issues later.
Can a Florida Commercial Landlord Lock Out a Tenant?
A landlord generally may recover possession of commercial premises through a legal action, the tenant’s surrender, or abandonment of the property. Florida law does not give a landlord an unrestricted right to change the locks and retake occupied commercial space solely because rent is late.
Lease provisions authorizing immediate “self-help” should be reviewed carefully rather than assumed to be enforceable. The agreement should also define default notices, cure periods, late fees, acceleration of rent, and the landlord’s available remedies.
What Happens During a Florida Commercial Eviction?
Commercial tenancies are governed by Part I of Chapter 83 of the Florida Statutes, which is separate from the rules governing residential leases.
When a landlord files an action that includes a claim for possession, the commercial tenant may be required to deposit the disputed rent and rent accruing during the case into the court registry.
Failure to comply with a court order to make the deposit may waive the tenant’s defenses and allow the landlord to obtain an immediate default for possession.
The lease should be reviewed immediately after a notice of default, demand for rent, or eviction complaint is received. Waiting can limit the tenant’s available options.
What Should Be Included in a Commercial Lease Letter of Intent?
A commercial lease letter of intent should address:
- The premises and permitted use
- Lease term
- Base rent
- Rent increases
- Operating expenses
- Security deposit
- Personal guarantee
- Tenant improvement allowance
- Delivery condition
- Rent commencement
- Renewal options
- Exclusivity rights
- Assignment and subleasing
- Signage and parking
Most letters of intent state that they are nonbinding except for specific provisions. Even so, unclear terms in the LOI can make the lease negotiation slower and more expensive.
Have a Florida Business Lawyer Review Your Commercial Lease
A commercial lease should support the company’s operations without exposing the business or its owners to obligations they did not anticipate. Base rent is only one part of the transaction. CAM charges, repair responsibilities, guarantees, default remedies, renewal rights, and exit provisions can be equally important.
Portalatin Business Law Firm assists Florida tenants, landlords, property owners, and business operators with commercial lease drafting, review, and negotiation. The firm can also help with letters of intent, lease amendments, assignments, renewals, defaults, and related contract matters.
With offices in Orlando and Miami, Portalatin Business Law Firm serves businesses throughout Florida. Contact the firm before signing or modifying a commercial real estate lease.
