347-392-6356Contact Us
N
Nacmias Law Firm, PLLC

Real Estate

Commercial Closings

We represent buyers, sellers, landlords, and tenants in NYC commercial real estate — office, retail, warehouse, mixed-use, and ground-up development. Contract negotiation, environmental review, lease assignment, and closing coordination.

Start Free Case ReviewCall 347-392-6356

Overview

What you need to know about Commercial Closings.

The basics, what we do, and the issues we see most.

What's different about a NYC commercial real estate closing?

Quick Answer

Commercial closings are slower and deeper than residential — typically 90-180 days because of environmental due diligence (Phase I/II ESA), zoning analysis, lease review and assignment, business considerations, and more complex financing. Sale contracts are heavily negotiated; "as-is" with limited reps is the norm. We represent buyers, sellers, landlords, and tenants in office, retail, warehouse, and mixed-use deals across NYC.

Services we offer for Commercial Closings.

NYC commercial deals require coordinated workstreams — environmental, zoning, financing, and lease — running in parallel against a tight LOI-to-closing schedule. Here's what we do for buyers, sellers, landlords, and tenants.

  • Letter of Intent (LOI) review and negotiation — exclusivity, deposit, due-diligence period, financing contingencies
  • Purchase contract drafting and negotiation, including representations, warranties, and indemnities
  • Due diligence coordination — Phase I/II environmental, zoning analysis, title, survey, and lease review
  • Commercial lease drafting, review, and negotiation — net leases, percentage rent, exclusive-use clauses, assignment/sublet, demolition rights
  • Tenant-improvement (TI) and build-out negotiation — including allowance, work letter, and substantial-completion standards
  • Closing coordination with lenders, title companies, brokers, and 1031 exchange intermediaries
  • Post-closing matters — assignment of leases, security-deposit transfer, estoppel certificates

Scenarios we see most.

  • Phase I/II environmental site assessments and Brownfield Cleanup Program eligibility
  • Zoning compliance, FAR analysis, and use-permit review
  • Lease assignment and assumption — landlord consent, estoppels, security-deposit transfer
  • Tenant-improvement allowance disputes and substantial-completion standards
  • Net-lease structures (single, double, triple) and operating-expense reconciliations
  • 1031 like-kind exchange timing and identification deadlines
  • Mansion tax and NYC commercial transfer tax (1.425% over $500K) on assignment of leasehold interests
  • Sponsor and developer representation including offering plans (NY AG Real Estate Finance Bureau)

Who we help

Who we represent.

Every case handled directly by the attorney you speak with at intake.

First-Time Buyers

Co-op and condo closings, board package review, contract negotiation.

Sellers & Investors

Sale contract drafting, title clearance, post-closing matters.

Developers & Sponsors

New-construction sales, offering plans, sponsor unit closings.

Commercial Buyers & Lessors

Commercial purchases, build-out clauses, assignment provisions.

How we handle your case

From summons to resolution.

The same attorney handles your matter from intake through hearing and closeout.

  1. 1

    Step 1 of 5

    Letter of intent review and negotiation

  2. 2

    Step 2 of 5

    Purchase contract drafting and negotiation

  3. 3

    Step 3 of 5

    Due diligence — environmental, zoning, title, lease

  4. 4

    Step 4 of 5

    Lender coordination and Closing Disclosure review

  5. 5

    Step 5 of 5

    Closing and post-closing matters

Frequently asked

Questions clients ask first.

Direct answers from the attorney who handles these matters.

Most asked

How long does a NYC commercial real estate closing take?

Most commercial closings run 90-180 days from LOI to closing — significantly longer than residential. Drivers include environmental due diligence (Phase I typically 4-6 weeks; Phase II if needed adds 4-8 more), zoning analysis, lease review and tenant estoppels, financing commitment, and 1031 exchange timing where applicable. Cash deals on smaller commercial properties can close in 60-90 days; large institutional deals may run 6+ months.

Question 2

What is a Phase I environmental site assessment?

A Phase I ESA is a non-intrusive review of historical and current property uses, regulatory database searches, site reconnaissance, and interviews with current/former owners — designed to identify Recognized Environmental Conditions (RECs). Required by most lenders and a prerequisite for invoking CERCLA's innocent-landowner defense. If Phase I identifies RECs, a Phase II involves soil and groundwater sampling. Cost: $2,500-$5,000 for Phase I; $10,000-$50,000+ for Phase II depending on scope.

Question 3

What's the difference between a net lease, gross lease, and modified gross lease?

Gross lease (full-service): tenant pays one fixed rent; landlord covers all operating expenses, taxes, insurance, maintenance. Modified gross: tenant pays base rent plus a share of operating-expense increases above a base year. Triple net (NNN): tenant pays base rent plus pro-rata share of taxes, insurance, and CAM (common-area maintenance). Single and double net are intermediate variations. NYC office is typically modified gross; retail and warehouse are typically NNN. We negotiate the operating-expense definitions and exclusions, which materially affect total occupancy cost.

Question 4

Do I need a lawyer for a commercial lease?

Yes — strongly recommended for both landlords and tenants. Commercial leases are sophisticated multi-year contracts (often 5-10+ years) covering rent escalations, operating-expense pass-throughs, tenant improvements, exclusive uses, assignment/sublet, demolition rights, and remedies on default. Unlike residential leases, NY law gives commercial parties significantly less protective default rules — what's in the lease controls. A poorly negotiated commercial lease can cost the tenant tens of thousands per year in surprise expenses.

Question 5

What is a 1031 exchange and how does the timing work?

A 1031 "like-kind" exchange (IRC § 1031) lets a real-property investor defer capital gains tax by reinvesting sale proceeds into a like-kind replacement property. Strict timing rules: identify replacement property within 45 days of the relinquished sale; close on replacement within 180 days. Proceeds must be held by a qualified intermediary — never touch the seller's hands. Improperly structured 1031 exchanges fail and trigger immediate tax on the full gain. We coordinate with qualified intermediaries and confirm timing before sale closes.

Question 6

What are NYC commercial transfer and mansion taxes?

NYC commercial transfer tax: 1.425% of sale price for properties $500K+ (1.0% under $500K); paid by the seller. NY State transfer tax: 0.4% (additional 0.25% over $3M for residential). The mansion tax applies to commercial property only when 50%+ of the property is residential use; pure commercial deals are exempt. Assignment of leasehold interests for terms of 49+ years are also subject to transfer tax. We calculate the exact transfer-tax exposure during contract review.

Question 7

What's a sponsor unit, and how is buying one different?

A sponsor unit is a co-op or condo unit sold directly by the sponsor (the developer who originally converted or built the building) — as distinct from a resale from a prior owner. Sponsor units typically have different rules: no flip tax (or reduced), easier financing requirements for buyers, sometimes no board approval (board cannot reject a sponsor sale in many cases), and the sponsor pays both transfer taxes (NYC + NY State). Sponsor sales are governed by the offering plan filed with the NY AG's Real Estate Finance Bureau — we review the offering plan as part of due diligence.

Guides & resources

Practical references & further reading.

Articles and tools updated as NYC rules change.

View all guides
External

Department of Buildings (DOB)

The Department of Buildings ensures the safe and lawful use of over 1 million buildings and properties in New York City by enforcing the Cit

External

Department of Finance (DOF)

DOF administers the City's tax system, including property taxes, business taxes, and other revenue collection.

Free case review

Commercial deal in motion?

LOI is the leverage point — we'd rather review the LOI than fix the contract. Same-day case review during business hours; flat-fee + capped-hourly pricing on most commercial matters.

Start Free Case ReviewCall 347-392-6356

Or email us

[email protected]

An attorney reads every message.

  • Same-day response

    During business hours

  • Direct attorney access

    Same lawyer from intake to close

  • Flat-fee pricing

    On most OATH and closing matters