Why the Lease Comes First
Retail, restaurant and office rents in much of Miami-Dade are high, and good locations are scarce. A buyer is paying for the location as much as the customers, so a lease that cannot move to them is a lease that sinks the deal.
Lenders feel the same way. An SBA lender will usually want a lease that runs at least as long as the loan, or options that cover it.
What the Lease Probably Says
Most commercial leases bar assignment or a sale of the business without the landlord's written consent. Some allow consent to be withheld for any reason. Others say it cannot be unreasonably withheld, which gives you more room.
Read three parts of your own lease: the assignment clause, the change of control clause for companies that sell their stock, and the section on personal guarantees.
What Landlords Ask For
- Financial statements and tax returns for the buyer
- Proof the buyer has run a similar business
- A larger deposit or a new personal guarantee
- A fee for reviewing the transfer, and sometimes a higher rent
Expect the landlord to treat a sale as a chance to reopen terms. Preparing your buyer's package early keeps that conversation short.
Your Guarantee Is Not Automatic to Release
If you signed a personal guarantee, assignment alone may leave you on the hook if the new owner defaults.
Ask the landlord for a written release when consent is given. Have your attorney check that the wording releases you going forward and for rent already owed.
Some landlords agree to release the seller only if the buyer posts a larger deposit or signs a guarantee of their own. Build that cost into your talks with the buyer early.
When the Lease Is Short
With a year or two left, buyers want an extension agreed before closing. Some sellers negotiate it first, then market the company with a lease in hand.
Others make the sale conditional on an extension, which protects the buyer but hands the landlord more say.
Timing matters, because landlord replies can take weeks. Start the request once a buyer is serious, not at the last minute.
Subleases, Shared Spaces and Rent Increases
If you sublease from another tenant, you need that tenant's consent and the building owner's. If you share space with a related company, decide which entity holds the lease before a buyer asks.
Check the rent schedule too. A buyer will model the rent after any step up, and a large jump in year three can lower what they offer today.
Where Else the Lease Shows Up
A transfer of the lease also triggers a permit question. Restaurants and bars need to fix their liquor license transfer around the lease date, and any retailer needs a business tax receipt tied to the address.
Ask a commercial real estate attorney to review the lease before you list. The fee is small compared with a deal that falls apart in week ten. To see how rent affects value, request a private estimate.