Buying your first commercial property is a major milestone for any business owner. It’s also one of the most complex transactions you’ll ever undertake. Commercial deals don’t run on templates. They hinge on contract details, document timing, and the seller’s cooperation.
After helping hundreds of business owners move from leasing to owning, we're going to pull back the curtain and let you know five things we’ve learned that first-time buyers may not realize until they’re deep in the process.
1. Spell Out Exactly What the Seller Must Give You During Due Diligence
Most contracts say the seller will “provide documents relating to the property,” but is that really enough for you as a buyer? If you're not specific enough, you’ll spend half your inspection period chasing information that should’ve been handed over on day one.
List the items you expect to receive: recent surveys, environmental reports, service and maintenance contracts, warranties, utility bills, property tax statements, rent rolls, existing leases, and any association or shared maintenance agreements.
The more defined your document list is, the more meaningful your due diligence period becomes, and the fewer surprises you’ll face after closing.
Pro tip: negotiate that your inspection period doesn’t begin (or is tolled) until all required documents are delivered. That single clause can protect your timeline if the seller delays or “forgets” key materials you need to make an informed decision.
2. You’ll Need the Seller’s Cooperation Long After You Sign the Contract
Environmental studies, zoning letters, and permit transfers often require the seller’s signature or access to their records. But most contracts don’t specifically require them to cooperate or coordinate with your efforts, especially not within any set time frames.
Build in a Cooperation clause that obligates the seller to sign applications, affidavits, or access forms reasonably needed for financing, permitting, or environmental due diligence. Without it, your closing can stall simply because the seller doesn’t respond or delays documentation you can’t submit without them.
3. Get Your Entity and Loan Lined Up Early
Buyers often sign the purchase contract before forming the LLC that will hold title. That’s generally customary because you might not want to incur the expense of incorporation until you know you're going to be buying. We advise our clients to negotiate an assignment clause that lets you assign the purchase to an entity you own without needing seller consent.
Also, give your lender plenty of time to underwrite and review your entity documents before closing. Changing title after closing can be costly. You’ll pay new documentary stamp and recording fees, and if there’s a loan, you’ll need lender approval to transfer ownership.
Handle your entity setup and assignment rights early so your financing, title, and ownership structure all align seamlessly.
Closing Thoughts
Most business owners focus on price and timing, but sometimes the most important parts of a commercial contract are the ones that keep you protected when things don’t go according to plan. These key points (and many others) are things that our firm has years of experience coordinating and discussing with both your broker and the seller's side.
The commercial real estate lawyers at DHN Attorneys help business owners move from leasing to owning with confidence, structure, and a contract that actually works in practice...not just on paper.
