A commercial real estate purchase agreement is a written contract between a buyer and a seller of commercial property. It identifies both parties, describes the property in detail and records the purchase price, the deposit and the dates for inspection and closing. Putting these points into a single document gives both sides a clear reference as the sale moves forward and helps prevent misunderstandings about the deal later.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
A commercial property purchase agreement is a contract that sets out the terms of a sale of commercial real estate. It lists the buyer, the seller, the property and the price, so both sides know what they are agreeing to. In most cases, a window of 30-180 days can be requested if you need inspections and general contingencies.
The buyer will give cash for the transfer of the ownership of the commercial property. In most cases, the buyer will need to deposit a portion of the money to show that they are serious.
The money upfront is usually 2 to 5 percent of the purchase price. Only once this money is deposited will the purchase agreement become valid. The money is nonrefundable. In some cases, such as when there is a problem during the inspection, the money can be refunded back to the buyer.
A commercial contract of this kind also describes how the sale moves from signing to closing. It usually covers:
Reading these parts early helps you plan your timeline and your financing.
A commercial property purchase agreement will help protect you from problems and liabilities. You can use the agreement if you have a problem after purchase. It will also help you understand the terms and conditions of what you are buying.
Ideally, a printable real estate sales contract should be used any time you are buying commercial property.
Commercial property is real estate that a buyer uses for business or rents out to earn income. The type of property influences the price, the inspections that make sense and the kind of financing a buyer pursues. Common types of commercial property include:
Each type has its own features. A hotel or a restaurant depends on daily operations. An office building or a retail store usually depends on tenants and leases, and a piece of land depends on how it can be used or developed. These differences change what you need to review before making an offer.
Because of these differences, investors often tailor the inspection and the financing plan to the type of asset. Someone acquiring an apartment building may focus on the condition of each unit, while someone acquiring vacant land may focus on access, utilities and zoning. Your real estate agent or attorney can help you decide which checks matter most.
Whatever the type, the contract records the same basic points: the parties, the site, the price and the dates. The details attached to those points are what change from one asset to another, and the sections that follow explain each of them.
You will need to find an investment that suits your needs for the business you are trying to obtain. You will also need to find a property that is in your purchase price point to make sure you don’t have a payment that is too high.
Remember that purchase prices will depend on the current market conditions. Some people choose to buy land when the market is low so that they spend less money. If the property is generating revenue such as from tenants, this will also affect the purchase price.
This will depend on what state you live in and what kind of property you want to buy. You might also want to check your credit score from a free source before you start the buying process. Any seller will check your credit score so it’s good to know what range you are in.
Most sellers want you to at least have a good credit of 680 or more. They will also require a minimum of 20-25% of the purchase price as a down payment.
Negotiation is always possible, but you will need to be close to the score and down payment that is required.
You can either find the property yourself or get help from a real estate agent. The seller will usually pay the real estate brokerage fee even if they are not working with a real estate broker. Buyers should always hire an agent that has experience working with commercial property.
It will also make it easier for you as the buyer because there is a middleman to work with. Using someone with experience will also make the agreement and the selling process much easier and quicker.
Most sellers will talk to you or begin negotiations until you are pre-approved for the purchase of the property. You will also need a pre-qualification letter or pre-approval letter.
A pre-qualification letter will show all your financial information such as debt, assets, liabilities, income, investments, and debts. It is not showing that you have a loan but shows the seller you are capable of getting one.
A pre-approval letter is also known as a binding letter. It will show the maximum approved loan amount, the down payment percentage, and the interest rate. It essentially shows your credibility as a buyer.
It will also show your tax credit history. This may show your tax statements, verification of income, investment certificates, and other financial authentication.
Of course, you will always want to try and get a lower purchase price, but you never want the offer to be too low that it is insulting. Make sure the price you offer reflects current market conditions so that the seller will want to negotiate with you.
During this time, you will also want to ask for showings of the property or land. Never buy a property that you haven’t seen and had inspected.
During this time, you will give 1-5 percent of the price as earnest money to show the seller that you are serious and can afford the purchase price. Adding contingencies during time is also important.
There are 4 main types of contingencies:
This is when you will meet with the buyer and make the actual transaction including the finances. Most people choose to meet in a title office or a lawyer’s office. They will verify all of the deeds and make sure that the funds are available.
Real estate agents may also come to close the agreement so they can get their commission. The seller will be paid in full during the closing. The Registry of Deeds will also be given and the attorney will fill out and sign all the papers.
Almost all counties have a recorder or registry of deeds where the local government keeps all the local property records. File the deed and pay any of the transfer or sales taxes. This would also have been listed in the closing agreement, so you know the amount ahead of time.
After the deed has been filled out and filed, the name will be officially in the buyer.
Due diligence is the buyer’s own review of a commercial property, its records and its finances before the sale closes. A careful review shows what the property is genuinely worth and helps both sides complete the transaction with fewer unexpected problems. Many buyers organize their investigation around the checklist below, which covers the main areas of a commercial sale and the deal as a whole.
Keep notes on every question you ask and every answer you receive. Then share your findings with your real estate agent and your attorney before you move forward, so every remaining question is answered before the closing.
A commercial purchase agreement is built from a set of standard parts. Each part covers one piece of the transaction, from the identification of the parties to the closing date. Going through the parts one at a time helps you confirm that nothing important is missing before you sign. A typical agreement has these parts:
This is the day that both people agreed to start the real estate purchase transaction. It is a good point of reference for both parties to know when the agreement was reached.
This should be the full name of the person as well as their business address.
This will be either the full name of the person or business entity that is purchasing the piece of commercial real estate.
This will need to be a complete description of the real estate being sold and in the proper categories. Make sure that all the information is listed correctly and checked.
Make sure to include the full address of the physical location of the commercial real estate. This will be the address of the property itself, not the seller’s address.
This information is usually found by reviewing the property deed. If there is not a deed, go to the County Recorder Office of the county where the real estate property is located. The tax parcel information could be a Parcel ID or a Tax Map & Lot.
This will be anything else that the seller owns that is part of the purchase price. It will make sure the buyer is entitled to everything they are paying for. It usually includes things like advertising displays or prepaid service subscriptions.
This is the exact purchase price that the real estate is being sold for. Make sure to write it down exactly and add how the buyer will be making the purchase. You will check one of the three choices given for the way the property is being purchased.
An all-cash offer means the buyer does not have any financing. The date has to be listed on the exact time and day that the buyer is giving the money to the seller.
Bank financing is when the buyer is using funds from a bank or other financial institution. The due date should also be listed and a record that the buyer has access to the funds that are listed. In some cases, the seller can also cancel the agreement after a certain amount of days if the buyer can’t show proof of access to the finances. This date should be listed.
Seller financing is when the buyer has obtained financing for the purchase of the commercial real estate’s seller. It will need to include the loan amount, the down payment, the interest rate, and the number of months or years that the seller has to satisfy the loan amount.
This will include the earnest money deposit which is how much money the buyer is giving to show their good intent. This section will also include the earnest money deadline, escrow decision, and escrow agent.
The escrow agent is the entity that will hold the earnest money until the sale has been completed.
This will need to list the time that the buyer has to complete the inspection. It also needs to be listed that the result decision will be based on factors that may make the agreement void.
Record the type of deed that is transferring the ownership. It should also include the title insurance and the termination deadline.
There will also need to be a cure period and a survey if requested along with the costs.
List the closing date and the closing costs. The final sections will also include the sale contingency, assignability of rights, notices for the buyer and seller, and disclosures. Some also include a section for governing law and offer expirations.
Take your time with the purchase agreement form and read every line before you sign. Most of the work is reading the fine print and collecting signatures. There are three signatures and sections needed. Work through the steps below in order.
The sample below shows how the main fields of a commercial purchase agreement can look once they are filled in. The names, addresses and amounts are made up, so replace them with the real details of your own deal before you sign.
| Field | Sample entry |
|---|---|
| Agreement date | March 3 |
| Seller | Brian Cole, 45 Oak Avenue, Springfield |
| Buyer | Anna Baker Holdings LLC |
| Classification | Retail store with a parking lot |
| Street address | 123 Main Street, Springfield, with the county and state |
| Tax parcel information | Parcel ID 000-111-222 |
| Personal property | Shelving and an exterior sign |
| Purchase price | $850,000, paid with bank financing |
| Earnest money deposit | A stated amount, for example $25,000, held by the escrow agent |
| Escrow agent | Lakeside Title Company |
| Inspection period | Written as a number of days that starts on the agreement date |
| Title | Type of deed, title insurance and a survey if requested |
| Closing | Closing date and the closing costs |
Commercial deals involve large amounts of money and many documents, so small oversights can turn into expensive problems. Knowing the most common mistakes ahead of time helps you slow down at the right moments and ask for legal or financial help when a point is unclear.
Buyers and sellers of commercial property often ask the same practical questions when they put together a purchase agreement. They want to understand what the document contains, which details to gather before starting and who signs it once the terms are settled.
It names the buyer and the seller, describes the property and records the purchase price. It also lists the earnest money deposit, the inspection period, the title details and the closing date.
Gather these details first:
With these details at hand, the purchase agreement form takes only a short time to fill in.
In the purchase agreement form, the buyer and the seller sign and print their names. The escrow agent also signs and dates the agreement.
Due diligence is the buyer’s review of the property, its records and its finances before closing. It covers the condition of the building, the leases, the financial statements and the title papers.
A contingency is a condition that the sale depends on, such as a satisfactory inspection or approved financing. The inspection and financing contingencies are described in the purchase steps above, and your attorney can explain how they apply to your sale.
Many buyers and sellers ask a real estate attorney to review the agreement before they sign, because commercial deals involve large amounts of money. A review also helps you understand each legal term in plain language before you commit to the transaction.
Start with the property deed, which usually lists it. The information may appear as a Parcel ID or a Tax Map & Lot. If you do not have a deed, ask the county office that keeps property records.
Keep a signed copy for your records and share a copy with your real estate agent and your lender. Then move on to the closing steps described above, where the remaining funds and the deed are handled by the parties and the escrow agent.
General information, not legal or tax advice.
