Lease Assignment, Assumption, and Landlord Consent - Florida

LEASE ASSIGNMENT, ASSUMPTION OF LEASE, AND LANDLORD CONSENT

(Florida Commercial Lease)

THIS AGREEMENT ("Agreement") is entered into as of [__/__/____] (the "Effective Date"),

by and among:

ASSIGNOR (Current Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Florida Sunbiz Document Number (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: FL ZIP: [__________]
County: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

ASSIGNEE (New Tenant):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Florida Sunbiz Document Number (if applicable): [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

LANDLORD (Property Owner):
Name: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Telephone: [________________________________]
Email: [________________________________]

RECITALS

WHEREAS, Landlord and Assignor entered into that certain lease agreement dated [__/__/____], as amended by [________________________________] (collectively, the "Lease"), for the premises commonly known as:

Premises Address: [________________________________]
Suite/Unit: [________________________________]
City: [________________________________] County: [________________________________] State: Florida ZIP: [__________]
Approximate Square Footage: [________________________________]
Folio Number / Parcel ID: [________________________________]
Legal Description: As set forth in Exhibit A

(the "Premises");

WHEREAS, the Lease term commenced on [__/__/____] and expires on [__/__/____], with [____] remaining renewal options of [____] years each;

WHEREAS, the current monthly base rent is $[________________________________], with adjustments: [________________________________];

WHEREAS, Assignor desires to assign all right, title, and interest in the Lease to Assignee, and Assignee desires to accept and assume all tenant obligations from the Effective Date;

WHEREAS, Section [____] of the Lease requires Landlord's prior written consent;

WHEREAS, Landlord consents upon the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree:

ARTICLE 1. DEFINITIONS

1.1 "Assignment" means the transfer of all of Assignor's right, title, and interest in the Lease.

1.2 "Assignment Consideration" means $[________________________________].

1.3 "Business Day" means any day other than Saturday, Sunday, or Florida state holiday.

1.4 "Effective Date" means the date in the preamble, or per Section 13.1.

1.5 "Existing Security Deposit" means $[________________________________].

1.6 "Guarantor" means [________________________________] (or "None").

1.7 "Lease" has the meaning in the Recitals.

1.8 "Permitted Use" means [________________________________].

1.9 "Pre-Assignment Period" / "Post-Assignment Period" — divided at the Effective Date.

1.10 "Premises" has the meaning in the Recitals.

ARTICLE 2. ASSIGNMENT OF LEASE

2.1 Assignment. Assignor assigns all right, title, and interest in the Lease to Assignee, including:

(a) All occupancy and use rights for the remaining term and renewals;
(b) All renewal, extension, and expansion options;
(c) All unexercised tenant improvement allowances and concessions;
(d) All alterations, improvements, and fixtures not required to be removed; and
(e) All ancillary agreements (Exhibit B).

2.2 Excluded Assets. [________________________________].

2.3 Delivery of Possession. Assignor delivers possession on the Effective Date, ordinary wear and tear excepted.

2.4 Keys and Access. All keys, access cards, and security codes delivered on the Effective Date.

ARTICLE 3. ASSUMPTION OF LEASE OBLIGATIONS

3.1 Assumption. Assignee accepts the Assignment and assumes all tenant obligations from the Effective Date, including:

(a) Payment of base rent, additional rent, NNN charges, CAM charges, and all other sums;
(b) Compliance with use restrictions, rules, and regulations;
(c) Maintenance and repair obligations;
(d) Insurance requirements;
(e) Compliance with all applicable laws, including the Florida Building Code, Florida Fire Prevention Code, and local zoning ordinances; and
(f) Surrender obligations.

3.2 Acknowledgment. Assignee has reviewed the Lease and accepts the Premises "as-is."

3.3 No Modification. The Lease is not modified except as expressly stated.

ARTICLE 4. ASSIGNOR'S CONTINUING LIABILITY

4.1 Florida Law — Continuing Liability. The Parties acknowledge that under Florida common law, an assignment of a lease does not release the assignor from liability under the lease absent an express release or novation. The assignor remains liable to the landlord based on privity of contract. Florida follows the general common law rule that the original tenant remains obligated on the lease covenants unless expressly released.

4.2 Liability Election. Select one:

☐ Option A — Assignor Remains Liable. Assignor remains secondarily liable for all tenant obligations for the Lease term, including renewals. Liability does not extend to post-assignment expansions or rent increases beyond scheduled amounts.

☐ Option B — Assignor Released (Novation). Landlord releases Assignor from all post-Effective Date obligations. This constitutes a novation. Conditions: [________________________________].

☐ Option C — Transition Period Release. Assignor liable for [____] months. Upon expiration without default, Landlord releases Assignor within [____] days of request.

4.3 Notice. Landlord provides prompt notice of Assignee defaults with copies of notices.

4.4 Cure Right. Assignor may cure within [____] days of Landlord's notice.

4.5 Subrogation. Assignor subrogated to Landlord's rights upon cure.

ARTICLE 5. LANDLORD'S CONSENT

5.1 Consent Granted. Landlord consents to the Assignment.

5.2 Florida Consent Standards. The Parties acknowledge:

(a) Florida does not have a comprehensive statute governing landlord consent to commercial lease assignments; the standard is determined by the Lease terms and Florida common law;

(b) Florida courts have held that where a lease requires landlord consent but does not specify a standard, the landlord must act in a commercially reasonable manner and not withhold consent arbitrarily or unreasonably;

(c) Where the Lease expressly grants Landlord sole discretion, Florida courts generally enforce such provisions;

(d) A landlord who accepts rent from an assignee after notice of an unauthorized assignment may be deemed to have waived the anti-assignment restriction under Florida law; and

(e) Florida Statute Section 83.001 provides that Part II of Chapter 83 (residential) does not apply to commercial tenancies, which remain governed by Part I and common law.

5.3 Limitations. Consent not extended to subsequent transfers; not a waiver; does not release guarantors; does not waive recapture rights.

5.4 Assignment Consideration Sharing. Select one:

☐ Not applicable.
☐ Assignor pays Landlord [____]% of net Assignment Consideration within [____] days.
☐ Other: [________________________________].

5.5 Recapture Right. Select one:

☐ Waived for this Assignment.
☐ Not exercised.
☐ Not applicable.

5.6 Assignment Fee and Costs. Assignor pays: (a) fee of $[________________________________]; (b) Landlord's reasonable costs not to exceed $[________________________________].

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

6.1 Lease in full force and effect, unmodified except as stated.
6.2 No default exists.
6.3 To Assignor's knowledge, Landlord is not in default.
6.4 Rent paid through [__/__/____].
6.5 No pending or threatened claims.
6.6 No prior assignment, subletting, or transfer.
6.7 Full power and authority.
6.8 Assignment Consideration represents total consideration.
6.9 No broker except: [________________________________].
6.10 No known environmental violations, including under Fla. Stat. Chapter 376 (Pollutant Discharge Prevention and Removal), Chapter 403 (Environmental Control), and CERCLA.
6.11 Assignor has disclosed all material facts about the Premises.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

7.1 Complete Lease reviewed (Exhibit A).
7.2 Premises accepted "as-is."
7.3 Financial capacity to perform.
7.4 Intended use is Permitted Use only.
7.5 Duly organized, validly existing, in good standing, authorized to do business in Florida.
7.6 Full power and authority.
7.7 No conflict with existing agreements.
7.8 Financial statements true and accurate.
7.9 No bankruptcy within [____] years except as disclosed.
7.10 If a foreign entity, registered with the Florida Division of Corporations.

ARTICLE 8. SECURITY DEPOSIT

8.1 Existing Deposit. $[________________________________]. Select one:

☐ Transferred to Assignee's account.
☐ Returned to Assignor upon replacement.
☐ Other: [________________________________].

8.2 Additional Deposit. $[________________________________]:

☐ Cash or certified funds
☐ Letter of credit
☐ Other: [________________________________]

8.3 Total Deposit. $[________________________________], held per the Lease.

8.4 Florida Security Deposit Rules (Commercial). The Parties acknowledge:

(a) Florida's residential security deposit statute (Fla. Stat. Section 83.49) does not apply to commercial tenancies;

(b) Commercial security deposit handling in Florida is governed by the Lease terms and common law;

(c) The Lease should specify the conditions under which the deposit may be applied and the timeline for return; and

(d) If the Lease is silent, general principles of good faith and fair dealing govern the landlord's handling of the deposit.

ARTICLE 9. RENT AND FINANCIAL ADJUSTMENTS

9.1 Rent Proration. Prorated as of the Effective Date (30-day month).

9.2 Rent Commencement. Assignee's obligation begins [__/__/____].

9.3 Operating Expense / NNN Reconciliation. Allocated by occupancy periods.

9.4 Florida Sales Tax on Commercial Rent. The Parties acknowledge that Florida imposes a sales tax on commercial rentals under Fla. Stat. Section 212.031. As of the Effective Date:

(a) The state sales tax rate on commercial rent is [____]% (currently 2.0% as of December 1, 2024, reduced from prior rates);

(b) Applicable county surtax rate for [________________________________] County: [____]%;

(c) Assignee shall be responsible for all sales tax on commercial rent from and after the Effective Date;

(d) Assignor is responsible for sales tax on rent for the Pre-Assignment Period; and

(e) The sales tax registration with the Florida Department of Revenue (DOR) shall be:
☐ Transferred from Assignor to Assignee
☐ Assignee shall obtain a new registration
☐ Landlord collects and remits

9.5 Percentage Rent. If applicable, prorated by respective periods.

9.6 Prepaid Rent. Select one:

☐ Applied to Assignee's account.
☐ Refunded to Assignor; Assignee prepays $[________________________________].

ARTICLE 10. INSURANCE

10.1 Assignee's Insurance. Per the Lease:

(a) Commercial general liability: $[________________________________] per occurrence / $[________________________________] aggregate;
(b) Property insurance at replacement cost;
(c) Workers' compensation per Florida law (Fla. Stat. Chapter 440);
(d) Business income coverage for [____] months;
(e) Windstorm/hurricane coverage (critical for Florida properties — specify whether coverage is required separately from the general property policy);
(f) Flood insurance if in Special Flood Hazard Area (SFHA) per FEMA flood maps;
(g) Sinkhole coverage if required (Fla. Stat. Section 627.706); and
(h) Other per the Lease.

10.2 Additional Insured. Landlord, managing agent, and mortgagee named.

10.3 Certificates. Delivered [____] days before the Effective Date.

10.4 Assignor's Tail Coverage. Claims-made tail coverage for [____] years.

ARTICLE 11. GUARANTY

11.1 Existing Guaranty. Select one:

☐ No Existing Guaranty.
☐ Continues — consent as Exhibit C.
☐ Released as of the Effective Date.
☐ Released conditionally: [________________________________].

11.2 New Guaranty. Select one:

☐ Not required.
☐ Required from [________________________________] (Exhibit D):
☐ All obligations.
☐ Payment only, up to $[________________________________].
☐ First [____] months only.

ARTICLE 12. INDEMNIFICATION

12.1 Assignor Indemnifies Landlord against: (a) breach of representations; (b) Pre-Assignment Period obligations; (c) pre-Effective Date acts/omissions; (d) failure to perform.

12.2 Assignee Indemnifies Landlord against: (a) breach of representations; (b) Post-Assignment Period obligations; (c) post-Effective Date acts/omissions; (d) failures under Lease.

12.3 Assignee Indemnifies Assignor against: (a) Post-Assignment Period obligations; (b) post-Effective Date acts/omissions; (c) Landlord claims based on Assignee's default.

12.4 Florida Indemnity Rules. The Parties acknowledge that Fla. Stat. Section 725.06 renders void any indemnification provision in a construction contract that requires indemnification for the indemnitee's own negligence unless the contract also includes a monetary limitation on indemnification that bears a reasonable commercial relationship to the contract. To the extent any construction work is performed at the Premises, indemnification provisions shall comply with Section 725.06.

12.5 Survival. [____] years.

ARTICLE 13. CONDITIONS PRECEDENT

13.1 Conditions satisfied by [__/__/____]:

(a) Landlord approval and execution;
(b) Financial statements for [____] fiscal years, approved;
(c) Insurance certificates;
(d) Security deposit;
(e) Guaranty (if required);
(f) Assignment fee and costs;
(g) No default;
(h) Governmental permits, including local business tax receipt, Certificate of Use/Occupancy, and DBPR licenses if applicable;
(i) Florida Department of Revenue sales tax registration for commercial rent;
(j) Compliance with any applicable homeowners'/property owners' association requirements; and
(k) Other: [________________________________].

13.2 Failure. Any Party may terminate by notice.

ARTICLE 14. FLORIDA-SPECIFIC PROVISIONS

14.1 Documentary Stamp Tax. The Parties acknowledge:

(a) Under Fla. Stat. Section 201.02, the assignment or conveyance of a leasehold interest for consideration is subject to Florida documentary stamp tax at the rate of $0.70 per $100 (or fraction thereof) of total consideration;

(b) In Miami-Dade County, the rate is $0.60 per $100 plus the Miami-Dade County surtax of $0.45 per $100 on documents transferring real property (for total consideration over $100);

(c) The documentary stamp tax is due at the time of recording and is paid to the Clerk of Court;

(d) If the assignment is not recorded, the tax is still due and must be paid within 30 days;

(e) Estimated Documentary Stamp Tax: $[________________________________];

(f) Responsibility for Payment: ☐ Assignor ☐ Assignee ☐ Shared equally; and

(g) The responsible Party shall prepare and file any required documentary stamp tax return.

14.2 Surtax. In addition to documentary stamp tax, Fla. Stat. Section 201.021 imposes a surtax of $0.45 per $100 of consideration on documents that transfer an interest in Florida real property (other than a single-family dwelling), effective when consideration exceeds $100. This surtax:

☐ Applies to this Assignment. Estimated amount: $[________________________________].
☐ Does not apply (consult counsel for applicability to leasehold assignments).

14.3 Recording. Select one:

☐ This Agreement shall be recorded with the Clerk of the Circuit Court of [________________________________] County, Florida.
☐ A memorandum of assignment shall be recorded.
☐ Not recorded.

14.4 Florida Notarization Requirements. For recording purposes, Florida law requires that instruments affecting real property be executed in the presence of two subscribing witnesses and acknowledged before a notary public (Fla. Stat. Section 689.01). The Parties shall comply with these requirements if this Agreement is to be recorded.

14.5 Radon Gas Disclosure. Pursuant to Fla. Stat. Section 404.056(5), the following disclosure is provided:

RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.

14.6 Building Code Compliance. Assignee shall comply with the Florida Building Code (Fla. Stat. Section 553.73) and any applicable local amendments. Assignee acknowledges that modifications to the Premises may require permits from the local building department.

14.7 Hurricane / Storm Preparedness. For commercial properties in Florida, Assignee acknowledges:

(a) The Premises may be located in a hurricane evacuation zone;
(b) Assignee is responsible for maintaining a hurricane preparedness plan for the Premises;
(c) Assignee is responsible for securing the Premises, including any removable signage and outdoor fixtures, in advance of tropical weather events; and
(d) Windstorm mitigation features, if any, are described in the Lease or Exhibit [____].

14.8 Florida Homestead. The Premises are commercial property and are not subject to Florida's homestead exemption under Article X, Section 4 of the Florida Constitution. Neither Assignor nor Assignee claims homestead rights in the Premises.

ARTICLE 15. BANKRUPTCY CONSIDERATIONS

15.1 Standard representations — not insolvent, no pending proceedings, good faith.

15.2 11 U.S.C. Section 365 rights, adequate assurance requirements.

15.3 Anti-assignment provisions overridable under Section 365(f).

ARTICLE 16. NOTICES

Written notices deemed given upon: personal delivery; one (1) Business Day after overnight courier; three (3) Business Days after certified mail; confirmed email with follow-up.

To Assignor: [________________________________]
To Assignee: [________________________________]
To Landlord: [________________________________]
To Landlord's Counsel: [________________________________]

ARTICLE 17. GENERAL PROVISIONS

17.1 Binding Effect. 17.2 Entire Agreement. 17.3 Amendments (all three Parties). 17.4 Severability. 17.5 Governing Law — Florida. 17.6 Venue — [________________________________] County, Florida. 17.7 Waiver — written only. 17.8 Counterparts. 17.9 Electronic Signatures — valid under Fla. Stat. Section 668.50 (UETA). 17.10 Attorneys' Fees — prevailing Party recovers per Fla. Stat. Section 57.105. 17.11 Time of the Essence. 17.12 Interpretation — jointly drafted. 17.13 Survival. 17.14 Brokers — none except [________________________________]; mutual indemnification. 17.15 Confidentiality. 17.16 Further Assurances.

ARTICLE 18. EXECUTION

ASSIGNOR:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Witness 1: [________________________________] (Print Name: [________________________________])
Witness 2: [________________________________] (Print Name: [________________________________])

ASSIGNEE:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Witness 1: [________________________________] (Print Name: [________________________________])
Witness 2: [________________________________] (Print Name: [________________________________])

LANDLORD CONSENT:

[________________________________]

Landlord consents upon the terms herein. Consent limited to this Assignment; future consent required for subsequent transfers.

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Witness 1: [________________________________] (Print Name: [________________________________])
Witness 2: [________________________________] (Print Name: [________________________________])

NOTARIZATION (Required for Recording — Two Witnesses + Notary per Fla. Stat. Section 689.01)

State of Florida
County of [________________________________]

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this [____] day of [________________________________], 20[____], by [________________________________], as [________________________________] of [________________________________], who is ☐ personally known to me or ☐ has produced [________________________________] as identification.

Notary Public, State of Florida: [________________________________]
Print Name: [________________________________]
My Commission Expires: [__/__/____]
Commission Number: [________________________________]
[Notarial Seal]

(Repeat for each Party)

EXHIBITS

Exhibit A — Copy of Lease
Exhibit B — Ancillary Agreements
Exhibit C — Existing Guarantor's Consent
Exhibit D — Form of New Guaranty
Exhibit E — Assignee's Financial Statements
Exhibit F — Estoppel Certificate

SOURCES AND REFERENCES

• Fla. Stat. Section 83.001 (Commercial Tenancies — Common Law)
• Fla. Stat. Chapter 201 (Documentary Stamp Tax)
• Fla. Stat. Section 201.02 (Tax on Deeds and Transfers)
• Fla. Stat. Section 201.021 (Surtax)
• Fla. Stat. Section 212.031 (Sales Tax on Commercial Rent)
• Fla. Stat. Section 404.056(5) (Radon Disclosure)
• Fla. Stat. Section 668.50 (UETA)
• Fla. Stat. Section 689.01 (Conveyance Requirements)
• Fla. Stat. Section 725.06 (Construction Indemnity)
• 11 U.S.C. Section 365 (Bankruptcy)

This template is for informational purposes only. Florida commercial lease assignments must be reviewed by a Florida-licensed attorney before execution.