DUE DILIGENCE CHECKLIST

Commercial Real Estate Due Diligence Checklist: Property and Transfer Taxes

Your purchase price can change a property’s taxes the day you close. RealAdvice® helps commercial real estate buyers pay only the taxes that they legally owe by separating non-taxable intangible value from taxable real estate at closing.

Stage 01 | Letter of Intent

Start tax diligence when the letter of intent (LOI) goes out:

  • Pull the current tax bills and assessed value for the last three years. (Owner: acquisitions)
  • Find out how the county reassesses after a sale. Some counties reassess the purchase price right away, and others phase changes in over time. (Owner: RealAdvice)
  • Check for a transfer tax in the state and county, and who pays it. (Owner: counsel)
  • Identify value beyond the real estate: in-place leases, an operating business, brand, contracts. (Owner: acquisitions, with RealAdvice)
  • Request a free ProperTax™ Estimate to see how much of the price may be taxed as real estate.

Stage 02 | Before the Purchase and Sale Agreement Is Signed

Complete these steps before the purchase and sale agreement (PSA) is signed, while the allocation can still be written into the contract:

  • If a ProperTax™ Estimate has been requested, model post-sale property taxes using the purchase price, not the seller’s current bill. (Owner: RealAdvice)
  • Agree on how the price will be allocated among real estate, personal property, and intangible value. (Owner: counsel, with the seller)
  • Add allocation language to the PSA so both parties commit to it. (Owner: counsel, with RealAdvice’s draft language)
  • Confirm the valuation will be signed by licensed professionals who can defend it. (Owner: acquisitions)

Stage 03 | At Closing

Make sure the allocation is reflected in the closing documents:

  • Get the signed allocation appraisal about ten days before closing. (Owner: RealAdvice)
  • Review the settlement statement and any required state forms so the allocation carries
    through to the deed. (Owner: RealAdvice, counsel, and title)
  • Calculate transfer tax on the real estate value, where state law allows. (Owner: title)

Stage 04 | After Closing

Follow through on the first tax cycle:

  • Confirm the sale recorded correctly with the county. (Owner: RealAdvice)
  • Send the first notice of assessed value for review and compare it to the allocation. (Owner: asset management, with RealAdvice)
  • File an administrative appeal if the value doesn’t match the allocation, within the local deadline. (Owner: RealAdvice)
  • File any personal property returns by the state’s deadline. (Owner: accounting)
  • Keep the allocation report on file for future assessments and a future sale. (Owner: asset management)

Why the Work Holds Up

Appraisal, law, and accounting are all regulated professions, and our team holds credentials in all three. Every report applies five or more of the seven recognized appraisal methods and reconciles the real estate and intangible value into one number. The Florida Department of Revenue approved our methodology in 1991, and courts upheld it in the Disney rulings in 2018 and 2020.

Questions About Tax Due Diligence

What should a commercial real estate due diligence checklist include for taxes?

It should cover the current tax bills and assessed value, how the county reassesses after a sale, any transfer tax, the value in the price that isn’t real estate, and how the price will be allocated in the PSA.

In many states, a sale triggers a reassessment, often starting from the price you pay. The seller’s bill reflects the old value, not the value you’ll be taxed on.

At the letter of intent (LOI) or offering memorandum (OM) stage, or before the purchase and sale agreement (PSA) is signed. Our report is typically issued about ten days before closing.

No. The ProperTax Process applies only to state and local tax (SALT). It doesn’t change your lender’s appraisal or your federal tax basis, and it’s separate from cost segregation, which is a federal income tax strategy.