Updated October 2026.

Short Answer

Florida commercial brokers can have liens for unpaid commissions, but sales and leasing liens attach to different property. A sales lien reaches the owner's net proceeds, while a leasing lien can reach the obligated owner's property interest. Miami attorney Aaron Resnick reviews commission agreements, notices and disputed payments.

Florida enacted separate commercial sales and leasing commission lien laws in 2005. This article explains the sales procedure under chapter 475, Florida Statutes, with the leasing distinction identified below.

When Is a Commercial Sales Commission Earned?

A sales commission is earned at the earlier of the event specified in the brokerage agreement or a qualifying sale contract. When payment becomes due is a separate question. Under chapter 475, Florida Statutes, a failed payment condition can prevent lien enforcement; Aaron Resnick checks both dates before a notice is sent.

The sales lien statute requires a written brokerage agreement with the owner. Signing a sale contract triggers the statutory earning rule only if a commission would be payable under that agreement when the transaction closes.

Who May Claim the Sales Commission Lien?

The sales lien belongs to the broker named in the brokerage agreement, not the broker's employee or independent contractor. It cannot be assigned, enforced by another person or waived before the commission is earned. Aaron Resnick reviews the named parties and the required disclosure before relying on those lien rights.

The broker must disclose the lien rights at or before the owner signs the brokerage agreement. Without that disclosure, the broker cannot enforce this statutory lien. Only the broker can waive its lien rights after the commission is earned.

What Must a Commission Notice Include?

A sales commission notice must be in writing and signed and sworn to or affirmed before a notary under penalty of perjury. It must identify the owner, property, broker, agreement and claimed commission, with the required statements and warning. Aaron Resnick checks the statutory form rather than treating an invoice as notice.

• Name of the obligated owner and the property's legal description.
• Broker's name, mailing address, phone and license number; agreement's effective date.
• Commission amount or formula and the required sworn claim statement.
• Delivery and recording statements, plus the warning to dispute the commission with the closing agent within five days after closing.

When Must the Sales Notice Be Delivered?

Normally, the broker must deliver the commission notice within 30 days after earning the commission and at least one day before closing. The owner and identified closing agent must receive the required copies. Aaron Resnick checks the delivery dates, any later discovery of the closing agent and the statute's limited exception.

If the closing agent becomes known later, delivery to that agent is required within three days of learning the identity and at least one day before closing. The statute permits a narrow exception when the missed deadline resulted solely from the owner's sale contract being unknown to the broker, with delivery before disbursement and a sworn affidavit.

Chapter 475 sets which delivery methods count and when each one takes effect. Registered or certified mail requires a return receipt request; personal or electronic delivery requires delivery evidence. Days are calendar days, with the last day moved to the next business day when required.

What Does Recording a Sales Notice Accomplish?

After the required delivery, the broker may record the sales notice in the county or counties where the property lies. Recording perfects the proceeds lien and establishes its priority under the statute, not a lien on the real estate. Aaron Resnick checks the recording, expiration and any competing claim before enforcement.

Prior liens and statutory priority rules still apply; recording does not outrank every other claim. A sales notice generally expires after one year, subject to the statutory extension process. A recorded notice must be released within seven days after payment, discharge or satisfaction.

On the owner's or closing agent's request, a broker with a recorded notice must provide a recordable release to be held in escrow pending the closing and release of reserved proceeds. The closing agent may deduct the release recording cost from the broker's reserved proceeds.

What Must the Closing Agent Reserve?

When the statutory notice conditions are met before disbursement, the closing agent must reserve the claimed commission from the owner's net proceeds, or all those proceeds if insufficient. A qualifying owner's affidavit can also require a reserve. Aaron Resnick reviews the notice, affidavit and settlement figures together to identify the amount at issue.

Proper delivery, a notice still in effect that was recorded for at least 60 days, or actual knowledge of a recorded notice still in effect can trigger reservation. An owner's affidavit disclosing a commission can do so even without direct notice from the broker; differing qualifying amounts require the greater reserve.

If the proceeds are insufficient, the closing agent must notify the owner and broker within three days after determining that, but no later than closing. The shortfall does not erase the owner's contractual commission obligation. A purchase money note and its security may also be reached for the unpaid balance.

What Happens When the Owner Disputes the Commission?

The owner must notify the closing agent of a dispute no later than five days after closing. The statute requires release of the undisputed portion, while disputed reserved proceeds remain subject to written agreement or court resolution. Aaron Resnick reviews the objection and notice evidence before any release is requested.

Silence is not the only condition for deemed confirmation. Five days must have passed, the required reserve must exist, and the closing agent must have satisfactory evidence of proper notice delivery to the owner.

If disputed proceeds remain without a written agreement after five days and neither party has started an action, the closing agent must seek a court determination. The same statutory procedure governs a reserved purchase money note; it is not automatically a new lawsuit when a party's action is already pending.

Which Court Hears a Sales Commission Dispute?

Chapter 475 directs the owner or broker to the county or circuit court with jurisdiction over the disputed amount, in a county containing all or part of the property. An owner can seek an expedited show cause order. Aaron Resnick reviews the complaint, service date and requested relief before the hearing.

The show cause hearing is set seven to 15 days after service of the motion and order. Failure to appear can release the broker's lien with prejudice and lead to costs and reasonable attorney fees. The statute also allocates litigation costs and reasonable attorney fees based on the outcome.

Do These Sales Rules Also Apply to Leases and Homes?

The sales procedure is not the leasing procedure, and specified residential property is excluded from the commercial sales lien definition. A leasing lien can attach to the obligated landlord's or tenant's own property interest. Aaron Resnick identifies the agreement and property type before deciding which notice and enforcement rules require review.

Chapter 475 prohibits unauthorized recordings against title to collect commissions, while preserving court judgments and liens expressly permitted by contract or otherwise allowed by law. The commercial sales statute is not permission to record an ordinary residential commission demand against the home.

What Should You Bring for a Commission Review?

Bring the signed brokerage agreement, lien disclosure, sale contract or lease, commission calculation, notices and delivery evidence. Add the proposed closing date, settlement statement, recorded documents and any dispute correspondence. Aaron Resnick reviews those materials to identify the claimed commission, the payment conditions and the next notice or court deadline.

Mark when the commission was earned, when payment became due and whether funds have already been disbursed. The firm's commercial real estate practice addresses transaction and payment disputes. A pending closing or served court order belongs at the top of the inquiry.

Frequently Asked Questions

Does a Sales Commission Notice Put a Lien on the Building?

No, the statutory sales commission lien attaches to the owner's net proceeds, not the real estate. Recording the notice does not change that distinction. The leasing statute operates differently; Aaron Resnick checks the type of agreement and claimed lien before advising on a sale, lease or disputed closing payment.

Can a Broker Wait Until After Disbursement to Give Notice?

A broker who fails to deliver the required copies before the owner's net proceeds are disbursed cannot enforce this sales lien. Even the limited exception for an unknown sale contract requires delivery before disbursement. Aaron Resnick reviews when delivery legally occurred, not just when a letter was prepared or an email was sent.

Does an Unpaid Commission Stop the Owner From Closing?

A sales commission notice does not relieve the owner of the obligation to close the property transaction. The statute instead provides for handling reserved proceeds and resolving the commission dispute. Aaron Resnick reviews the sale contract, notice and closing arrangements so the payment dispute is addressed without assuming the sale is canceled.

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Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami attorney. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents large corporations, Miami businesses and their owners, professional athletes and entertainers in Miami Dade, Broward and Palm Beach counties and across Florida in business litigation and business counsel. Call 305-672-7495 or request a consultation.

This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.

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