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Florida Due Diligence for Investors: A Practical Guide to Vetting Real Estate, Businesses, and Partners in Miami-Dade

Author: Yoel Molina, Esq., Owner and Operator of the Law Office of Yoel Molina, P.A.​

29 October 2025

Florida Due Diligence for Investors: A Practical Guide to Vetting Real Estate, Businesses, and Partners in Miami-Dade

 

Before you send a wire, sign a PSA, or shake hands on a “can’t-miss” deal, you need disciplined due diligence. Good diligence confirms upside, exposes risk early, and gives you leverage to price, restructure, or walk. I’m Attorney Yoel Molina. Our firm helps investors—U.S. and international—perform buy-side due diligence on Florida assets and companies, with a special focus on Miami-Dade. This article breaks down what to check, how to check it, and the deliverables you should expect from a serious diligence process.
 

What “Due Diligence” Actually Means (and Why It Pays)

 

Diligence is not a document dump. It’s a targeted investigation tied to the specific risks of the asset, capital structure, and market. Done right, it:
  • Confirms the legal right to sell (good title, valid authority)
  • Tests the financial story (quality of earnings, real cash drivers, normalized working capital)
  • Validates operations (permits, people, supply chain, customer stickiness)
  • Surfaces contingent liabilities (tax, litigation, compliance, environmental)
  • Quantifies CapEx and Opex to support pricing and the business plan
  • Creates renegotiation leverage—or a clean exit before you own a problem
 

A Miami-Dade–Focused Diligence Framework

 

 

Every deal is different, but in Florida most investor diligence runs along these tracks:
  • Corporate & Title
  • Financial & Tax
  • Legal & Contractual
  • Regulatory & Licensing
  • Real Estate & Physical (even for company deals—leases matter)
  • Employment & Benefits
  • IP, Data, and Cybersecurity
  • Environmental, Health & Safety (EHS)
  • Commercial/Market (customers, competitors, pricing power)
  • Insurance, Risk & Claims History
 
Below, we translate each track into a practical checklist and what you should receive at the end.
 

1) Corporate & Title: Do They Own What They’re Selling?

 

  • Formation docs, amendments, bylaws/operating agreement, shareholder/member ledgers
  • Board/manager authorizations to sell; consents from owners, lenders, or partners
  • For real estate: title commitment, full exceptions list, recorded easements, covenants, UCCs, judgments, liens, and survey with encroachments marked
  • For equity deals: capitalization table, options/SAFE/convertible notes, side letters, warrants, transfer restrictions
Deliverable: Corporate authority memo and title report with a curative list (releases, estoppels, subordination, missing consents) and a clean path to insurable title or transferable equity.
 

2) Financial & Tax: Follow the Cash, Not the Pitch Deck

 

  • Three years of financials (audited if available), trial balances, bank statements, AR/AP agings, debt schedules, and quality of earnings (QoE) if the deal size warrants it
  • Sales and gross margin by product/service, customer concentration analysis (top 10), churn, seasonality
  • Normalized working capital target—critical to avoid a surprise cash hole on day 1
  • Tax returns (federal, state, local), payroll tax compliance, sales/use tax exposure, property tax assessments and delinquencies
  • For real estate: rent roll, historical collections, CAM reconciliations, bad-debt history, and true net operating income after real expenses, not pro-forma dreams
 
Deliverable: Red-flag memo plus a financial variance dashboard (what is real vs. represented) and a proposed purchase price adjustment or working capital peg.
 

3) Legal & Contractual: The Commitments That Make or Break the Model

 

  • Material contracts: customers, suppliers, distributors, lenders, landlords, franchisors, license agreements
  • Term, renewals, termination rights, change-of-control triggers, exclusivity, non-competes, most-favored customer/vendor clauses
  • Indemnities and liability caps—very important in services, tech, healthcare, construction, logistics
  • Litigation review: pending, threatened, settled; demand letters; regulatory inquiries
Deliverable: Contract matrix with assignability, risk flags, and a “renegotiate or price” list keyed to valuation impact.
 

4) Regulatory & Licensing: Can the Business Operate Tomorrow Morning?

 

  • Florida and Miami-Dade business tax receipts, required professional or trade licenses, AHJ (Authority Having Jurisdiction) permits for specialized operations
  • Federal/state compliance where relevant (healthcare, food service, transportation, financial services, alcohol, environmental, import/export)
  • Advertising and consumer-protection exposure (claims, testimonials, refunds, chargebacks)
 
Deliverable: Gap list with concrete steps, deadlines, and responsible parties for post-closing cures—plus closing conditions if a license must be in hand before funding.
 

5) Real Estate & Physical: The Walls, Roofs, and Leases Behind the P&L

 

  • Owned property: title/survey; zoning conformity; code violations; open/expired permits; life-safety systems; insurance history; wind/flood exposure; roof, MEP, structural reports; Phase I environmental (Phase II if indicated)
  • Leased property: full lease and all amendments, options, escalations, CAM practices, SNDA/estoppel status, assignment and sublease rights, landlord consents
  • Miami-specific: flood zone mapping, windstorm underwriting, hurricane prep obligations, historic district issues in certain neighborhoods
 
Deliverable: Property/lease abstract for each site and a CapEx roadmap (what, when, cost, and who pays per lease or PSA).
 

6) Employment & Benefits: People Are the Business

 

  • Headcount by function, org chart, key-person dependency, turnover
  • Offer letters, employment agreements, bonus/commission plans, restrictive covenants (enforceability under Florida law), independent contractor classifications
  • Benefits, PTO liabilities, pending HR claims, wage/hour exposure
 
Deliverable: HR risk memo with retention plan (stay bonuses or earn-outs if needed) and a list of agreements to refresh or roll over at closing.
 

7) IP, Data, and Cybersecurity: Intangibles Drive Value

 

  • Trademarks, patents, copyrights, trade secrets; IP assignments from employees/contractors
  • Software licenses; open-source use policies; SaaS contracts
  • Privacy policies, terms of use, incident logs, data mapping, and security controls; vendor due diligence for third-party processors
 
Deliverable: IP ownership chart, registration status, gaps to cure, and a data-security posture rating with prioritized remediation items.
 

8) Environmental, Health & Safety (EHS): Low-Probability, High-Impact

 

  • Phase I ESA; if flags, targeted Phase II
  • Asbestos, lead, mold, underground storage, spill history, hazardous materials storage and manifests
  • OSHA incidents, safety manuals, training records
 
Deliverable: EHS risk memo with costed remediation plan or purchase agreement protections (escrows, indemnities, special reps).
 

9) Commercial/Market: Will Revenue Hold?

 

  • Customer interviews (with seller cooperation), pipeline validation, backlog quality, pricing power, discounting habits
  • Competitor map in South Florida; barriers to entry; regulatory tailwinds/headwinds
  • For consumer brands: reviews, returns, chargebacks, subscription cohorts, LTV/CAC accuracy
 
Deliverable: Market brief that supports (or challenges) the investment thesis and informs the first-year operating plan.
 

10) Insurance, Risk & Claims History: Transfer What You Can

 

  • Policies (GL, property, BI, cyber, EPLI, D&O), limits, deductibles, exclusions, additional insured language
  • Loss runs and claims history; alignment of coverage with actual contract obligations (many contracts require primary/non-contributory AI—verify)
  • Flood and windstorm specifics for South Florida
 
Deliverable: Insurance gap analysis with binding instructions for your broker prior to closing.
 

A 21-Day Due Diligence Timeline That Actually Works

 

Days 1–3: Kickoff & Data Room Term sheet and diligence scope confirmed; request list goes out; seller names a data-room coordinator. We order title, lien, and litigation searches immediately.
Days 4–10: Core Document Review Corporate, contracts, leases, financials, tax returns; management Q&A; schedule customer/landlord interviews; engage third-party inspectors as needed (roof/MEP, Phase I).
Days 11–16: Findings & Fieldwork Property inspections, license checks, open/expired permits search, environmental follow-ups; preliminary QoE or financial validation; first red-flags memo.
Days 17–19: Negotiation Leverage Quantify adjustments: price, working capital, special escrows, reps/indemnities, transition services, holdbacks, or walk-away triggers.
Days 20–21: Investment Committee-Ready Executive report and exhibits: risk matrix, curative list, deal model updates, and closing conditions. If the story breaks, we present a clean “no-go” memo that protects your time and capital.
 

Deliverables You Should Expect (No Surprises)

 

  • Red-Flag Report: 2–4 pages, punchy and decision-oriented
  • Detailed Diligence Report: Sectioned by track with citations to the data room
  • Closing Checklist: Who does what, by when, with dependency notes
  • Curative/Remediation Plan: Post-closing to-dos with owners and deadlines
  • Draft PSA/APA/Member Interest Purchase Agreement markups or lease amendments reflecting findings (if we’re papering the deal)
 

Pricing the Risk You Find

 

Diligence is not “pass/fail.” Use findings to price risk:
  • Purchase price reductions or earn-outs for over-optimistic revenue claims
  • Working capital target adjustments for receivables quality or inventory obsolescence
  • Special indemnities/escrows for unresolved litigation, tax exposures, or permit gaps
  • Landlord/Franchisor amendments to fix consent or assignability issues
  • CapEx credits when roofs, chillers, or code items are near-term
 

Red Flags That Usually Kill Deals (and Should)

 

  • Unassignable or terminable-on-change-of-control contracts that anchor the revenue story
  • Phantom IP (no assignments from developers or contractors; brand not registered)
  • Structural or environmental defects with seven-figure remediation and no realistic price offset
  • Payroll tax or sales tax arrears with penalties that exceed the deal cushion
  • A landlord who won’t grant SNDA/estoppel or consent on reasonable terms for a key location
 

How We Work With Investors (Local and International)

 

At the Law Office of Yoel Molina, P.A., we act as buy-side counsel and due diligence quarterback. Typical scope:
  • Build the diligence map and request list tailored to the asset and sector
  • Run searches (title, UCC, judgments, litigation, permits) and coordinate third-party inspections
  • Analyze leases, contracts, compliance, insurance, and HR posture; interface with your accountants on QoE/working capital
  • Produce red-flag and committee-ready reports with action items and language for the purchase agreement
  • Negotiate price adjustments, escrows, reps/indemnities, transition services, and closing deliveries
  • For cross-border investors, align Florida documents with tax and immigration counsel; coordinate bank KYC/BOI filings
 

Let’s Talk

 

If you’re exploring an investment and want disciplined, Florida-savvy due diligence before you commit, contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637.