Your title report just came back, and suddenly your Miami-Dade commercial closing is on hold because of a lien you had never heard of. The lender is asking questions, the title company is flagging exceptions, and your closing date that once felt firm now feels very fragile. In a market where deals move quickly and competition is fierce, a surprise lien can feel like the one thing you cannot afford.
Commercial properties in Miami-Dade often have long histories, multiple owners, and layers of financings, improvements, and code issues. Any one of these can leave a legal claim attached to the property that must be dealt with before a buyer can get clear or insurable title. If you are up against a 1031 deadline, an expiring rate lock, or partner expectations, you need to know not just what the lien is, but what options you have to get to the closing table on time.
At Revah Law, we handle commercial property closings and real estate disputes throughout Miami-Dade, Broward, and Palm Beach Counties. Our team has guided thousands of buyers, sellers, investors, lenders, landlords, and tenants through Florida real estate matters, including deals that nearly collapsed because of liens. In this guide, we share how commercial property liens work in Miami-Dade and the practical steps we use to address them before closing, so you can protect your investment and keep your transaction moving.
How Commercial Property Liens Threaten Miami-Dade Closings
A lien is a legal claim that secures payment of a debt or obligation, and it usually attaches to the property itself. That means it sticks to the land and improvements, not just to the person or entity that caused it. When you buy a commercial property in Miami-Dade, you do not just acquire buildings and leases. You also inherit any liens that were not properly paid, released, or insured over.
Title insurers and commercial lenders are very cautious about liens because they can affect the priority and enforceability of mortgages. If a lien has priority or could be enforced in a way that harms the lender, the title company may refuse to issue a policy without that lien being resolved, or will list it as an exception to coverage. The lender may then refuse to fund if the title policy does not protect its position, which stops the closing immediately.
In a commercial deal, the stakes are high. A delayed closing in Miami-Dade can mean losing a 1031 exchange opportunity, watching a favorable interest rate expire, or breaching tight timelines in a purchase and sale agreement. For sellers, unpaid liens can consume sale proceeds or even leave them bringing cash to the table. For buyers, closing on a property with problematic liens can turn a promising investment into an ongoing dispute with municipalities, contractors, or judgment creditors.
Because we focus our practice on real estate law and commercial litigation across Miami-Dade and nearby counties, we see how often liens show up late and threaten otherwise solid deals. The good news is that many of these problems can be anticipated and managed. The key is understanding what types of liens you are dealing with and building a plan to address them before you are sitting at the closing table.
Common Types of Commercial Property Liens in Miami-Dade
Not every lien affects a Miami-Dade commercial closing the same way. Some, like routine mortgage payoffs, are expected and addressed as part of the normal closing process. Others, like long-standing code enforcement liens or disputed construction liens, can create complex obstacles. Knowing what you are looking at allows you to decide whether the lien is a manageable payoff item or a serious threat to the transaction.
Property tax liens are among the most basic. In Florida, unpaid ad valorem property taxes become a lien against the property. In a commercial closing, the buyer and seller typically prorate current year taxes, and any past due taxes must be paid off at or before closing. Lenders and title insurers usually insist on full payment of delinquent taxes, so these are addressed by obtaining a payoff from the county tax collector and paying from seller proceeds.
Special assessment liens are also common in Miami-Dade. These might arise from county or municipal projects, such as infrastructure improvements, or from community development districts. Some assessments are payable over many years and may be assumed by the buyer, while others must be paid off as a condition of closing or financing. The purchase agreement often needs to state clearly who is responsible for current and future assessments, because this can materially affect the economics of an investment.
Municipal code enforcement liens and fines can be more troublesome. These often arise from building code violations, unsafe structures, zoning issues, or unpermitted work. In Miami-Dade and its municipalities, code fines can accumulate daily and reach substantial amounts that do not always match the original violation. These liens typically require both correction of the underlying violation and negotiation with the municipality to settle the fines before release.
Construction liens, sometimes called mechanic’s liens, are another frequent issue in commercial properties. Contractors, subcontractors, and certain suppliers that do not get paid for improving real property may record a lien. For an investor buying a building that was recently renovated or built, unresolved construction liens can create uncertainty about who is owed, whether the amounts are disputed, and how long it will take to resolve the claims. Title insurers and lenders often require that these be satisfied, bonded off, or otherwise dealt with before funding.
Other liens that may appear include association liens for unpaid assessments on condo or office associations, judgment liens arising from court judgments against an owner, and federal tax liens. Each has its own rules about priority, enforcement, and release. When we review a title report for a commercial client in Miami-Dade, we distinguish quickly between routine payoff liens and those, like code or construction liens, that will require deeper investigation and a tailored resolution plan.
Where Liens Show Up in Due Diligence and Why They Get Missed
Most buyers expect a title search to uncover liens, and that is partly correct. A standard title search examines the public land records, usually through the Miami-Dade County Recorder, to identify recorded mortgages, judgments, and certain recorded liens against the property and sometimes against the seller. This search forms the basis of the title commitment the title company issues, which lists requirements and exceptions.
However, many commercial lien problems in Miami-Dade surface outside the basic title search. A municipal lien search, which is often ordered separately, looks for items that may not yet appear in the land records. These include unpaid utility balances, solid waste charges, open permits, code enforcement violations, and some special assessments. In Miami-Dade municipalities, failing to order a thorough municipal lien search early in the process is one of the easiest ways to be surprised by a lien late in the transaction.
Association-related obligations can be another blind spot. If the property is part of a condominium, office association, or mixed-use project, unpaid assessments, special assessments, and fines may not show up on a title search or municipal lien search. Instead, the closing team must obtain association estoppel letters or account statements to confirm balances. If these are delayed or not requested until just before closing, association liens or large special assessments can emerge when it is very hard to renegotiate.
Liens also get missed because of timing. If searches are ordered late in the inspection period, a buyer may receive reports only after contingencies have expired and deposits have gone hard. At that point, the buyer has less leverage to insist the seller cure lien issues or adjust price, and fewer contractual options to walk away without penalty. At Revah Law, we encourage commercial clients to coordinate with us and their title company early so searches are ordered promptly and reviewed well before critical contract deadlines.
Another common issue is interpreting what the searches show. Not every notice, violation, or recorded document is a fully matured lien yet, but many are on their way to becoming one. We regularly help clients read between the lines of Miami-Dade reports, identifying not only current liens but also risks that could turn into liens if not addressed before closing.
Contract Strategies To Allocate and Resolve Liens Before Closing
The purchase and sale agreement is your first and best tool for controlling how lien issues are handled. In commercial transactions across South Florida, including Miami-Dade, these contracts are heavily negotiated. The standard language is only a starting point. Buyers and sellers who focus on lien provisions up front are in a much stronger position if a problem appears later.
Most commercial contracts include representations about title and liens. Sellers often promise to convey marketable or insurable title, subject to specified permitted exceptions. The agreement can and should address how existing liens, code violations, and special assessments will be handled. For example, it might state that the seller must pay off all monetary liens that can be removed by payment at or before closing, while the parties negotiate who bears responsibility for code fines or long-term assessments.
Clear timelines and cure periods are also critical. A well-drafted agreement will provide that if liens or violations are discovered, the seller has a specified number of days to cure them, with the right to extend the closing date for that purpose. It should also specify what happens if the seller cannot or will not cure, such as giving the buyer the option to accept the property with the lien, possibly with a credit, or terminate and receive a deposit refund. Without this structure, both sides can end up stuck in a gray area with no clear remedy.
Escrow holdbacks and price adjustments are practical tools when a lien is known but cannot be fully resolved before the original closing date. The parties may agree that a portion of the seller’s proceeds are held in escrow to cover the lien, with detailed instructions on when funds are released or used to satisfy the claim. This allows the deal to close while still protecting the buyer from being left alone with a large unresolved lien. Negotiated credits or purchase price reductions can also reflect the risk and cost of future lien resolution.
Because Revah Law handles both transactional work and commercial litigation, we approach lien-related contract language with enforcement in mind. We draft and negotiate provisions that are not only clear but also workable if the parties end up in arbitration or court. That perspective helps clients enter Miami-Dade commercial contracts with a realistic understanding of what will happen if a lien dispute does not resolve cooperatively.
Practical Options To Clear or Manage Liens Before Closing
Once a lien has been identified, the question becomes how to deal with it. For straightforward monetary liens, such as unpaid property taxes or a recorded mortgage, the typical solution is payoff at or before closing. The closing team obtains written payoff statements from the lienholder, calculates prorations where needed, and uses seller proceeds to pay the liens. Afterward, satisfactions or releases are recorded so the lien no longer encumbers the property.
More complex liens, such as large municipal code enforcement liens, often require negotiation. In Miami-Dade, municipalities may be willing in some circumstances to reduce fines, especially where the current buyer did not cause the violation and is willing to correct the underlying issue. The process typically involves bringing the property into compliance, documenting the corrections, and then working through the municipal code enforcement or special master process to request a reduction. The outcome and timeline depend on the jurisdiction, the nature of the violations, and the history of enforcement.
Construction liens present their own challenges. If a contractor or subcontractor has recorded a lien, the owner or buyer has to decide whether to dispute the claim, pay it, or remove it from the property in another way. One common tool is to “bond off” the lien. In simple terms, a bond is posted that stands in place of the real property, so the dispute continues against the bond instead of against the property itself. When a construction lien is properly bonded off, the property can usually be conveyed and mortgaged, subject to the title insurer’s and lender’s guidelines.
Escrow arrangements are another way to manage lien risk when timing is tight. The buyer, seller, and sometimes lender may agree to close while holding a negotiated amount of funds in escrow to cover the disputed lien or potential payoff. The escrow agreement sets out what must happen for the funds to be released to the seller or used to pay the lienholder, often with deadlines and procedures for resolving disagreements. This can be very useful when everyone wants to close but cannot wait for a municipality or contractor to complete its process.
Our role frequently involves mapping these options against the client’s priorities and constraints. For some deals, pushing to close only after full lien resolution is the right move. In others, a combination of partial payoff, bonding off, and escrow allows the parties to close without losing financing or missing key deadlines. Because we work in commercial real estate and related litigation every day, we can help clients weigh the risks and communicate effectively with title companies and lenders about proposed solutions.
Miami-Dade Specific Challenges That Can Delay Lien Resolution
Miami-Dade County and its municipalities add their own layers of complexity to lien resolution. Each city and town can have its own procedures for issuing code violation notices, calculating fines, and processing payoff or reduction requests. In some municipalities, obtaining an updated code enforcement payoff letter or reduction decision can take longer than clients expect, especially during periods of high volume or staffing limitations.
One recurring challenge involves older code enforcement cases. A property might have received a violation and accruing daily fines years ago, perhaps two or three owners back, with little or no follow-up until a new buyer initiates a municipal lien search. By then, the accrued fines can appear very large on paper, even if the underlying issue has been informally addressed. Buyers and sellers are often surprised by the numbers and by the steps required to reopen and resolve those cases with the municipality.
Another local issue is that certain code enforcement liens or special assessments can remain enforceable even after other liens, such as mortgages, have been foreclosed. Investors who pick up properties after foreclosure sometimes assume that all prior problems were wiped out, then discover at resale that municipal or special district liens remain and must be dealt with. That is why a fresh, thorough set of searches is critical for every new transaction, regardless of how the seller acquired the property.
Processing times for municipal responses in Miami-Dade can also affect deal timelines. It may take several weeks to receive official payoff or compliance letters in some jurisdictions, and requests for fine reductions or settlement hearings can take longer to move through the system. When we represent commercial buyers or sellers, we often build these realities into contract timelines, advising clients not to assume that every lien issue can be fixed within a few days.
Because we are regularly in contact with Miami-Dade municipalities and local offices, we have a practical sense of how long certain steps tend to take and where bottlenecks occur. That local knowledge allows us to help clients set realistic expectations and adjust deal structure or closing dates before a delay turns into a default.
Real-World Scenarios: Keeping Commercial Deals Alive Despite Liens
The mechanics of liens can feel abstract until you see how they play out in real transactions. One common situation involves a buyer under contract for a commercial building in Miami-Dade who receives a municipal lien search revealing an old code enforcement case with large accrued fines. The underlying violation might relate to work done by a prior owner. In a scenario like this, we would work with the seller to bring the property into compliance, then pursue a fine reduction process with the municipality. At the same time, we might negotiate an extension of the closing date and, if needed, an escrow arrangement so the buyer is protected while the reduction is finalized.
In another recurring scenario, a construction lien appears on a property that recently underwent substantial renovation. The seller may dispute the lien or argue that the general contractor was paid and is responsible for paying subs. Here, we review the lien’s validity, deadlines, and the parties’ contract documents. If the buyer needs to close on schedule, one option is to bond off the lien so it no longer encumbers the real estate. The dispute then continues against the bond rather than the property, and we may litigate or negotiate a resolution on behalf of the owner while the buyer takes title free of the recorded lien.
Escrow structures can also save deals. For example, if a municipal payoff amount is still being finalized but everyone agrees in principle that the seller will bear the cost, the parties might agree that a negotiated amount of the sale proceeds is held in escrow. The escrow instructions would direct that, once a final payoff is issued and the lien is released, any excess funds go back to the seller. If the payoff unexpectedly increases within an agreed limit, the escrowed funds can still cover it without further delay.
These scenarios share a common theme. The earlier lien issues are identified and the more clearly the contract addresses them, the more options the parties have to keep the deal alive. Our work with thousands of real estate clients has shown us that commercial investors in Miami-Dade are not avoiding liens entirely. Instead, they are managing them with informed strategies that balance legal risk, timing, and business goals.
When To Involve a Miami-Dade Real Estate Attorney for Lien Issues
Commercial buyers and sellers sometimes wait to call a real estate attorney until a lien problem has already become urgent. By that point, inspection periods may have expired, lender deadlines may be looming, and the other side may have little incentive to renegotiate. Involving counsel earlier in the process usually creates more room to structure remedies in the contract and more leverage to insist on clear title conditions.
The ideal time to bring in a Miami-Dade real estate attorney is before you sign the purchase and sale agreement. We can help shape provisions about liens, code violations, and assessments, and set realistic cure periods and closing timelines. The next key point is when searches are ordered and results begin to come in. Reviewing title commitments, municipal lien searches, and association estoppels with a lawyer who handles commercial closings daily can reveal issues that might not be obvious on first glance.
Once a lien is identified, legal guidance becomes even more important. We help clients understand their options to demand cures, renegotiate price, structure escrows, or in some cases walk away with their deposit. We also coordinate with title companies, lenders, and brokers to align everyone on a single plan to address the lien. Because Revah Law is led by an attorney who has been recognized by Super Lawyers and holds Superb Avvo and AV-Preeminent Martindale-Hubbell ratings, clients know they are working with a team that other professionals in the field respect.
If you are facing a commercial property lien in Miami-Dade, gathering key documents before you call can make the first consultation more productive. These typically include the signed contract, any amendments, the title commitment and search, municipal lien search, association estoppels, and any correspondence from lienholders or municipalities. With that information, we can quickly assess where you stand and what steps are available to protect your position and move the deal forward.
Protect Your Miami-Dade Commercial Closing From Lien Surprises
Commercial property liens in Miami-Dade do not have to end your deal, but they can dramatically change your risk if they are ignored or handled at the last minute. Buyers and sellers who understand the types of liens that commonly appear, insist on thorough searches, and negotiate clear contract provisions are much better positioned to close on time and with confidence. The right strategy can turn a concerning title exception into a solvable business problem.
If your title or municipal lien search has revealed a problem, or if you are about to go under contract on a Miami-Dade commercial property and want to avoid surprises, our team at Revah Law can help. We bring focused real estate and commercial litigation experience in Miami-Dade, Broward, and Palm Beach to every transaction, working to align legal protections with your business goals.
To discuss a current or potential lien issue before closing, contact us today.