Who Really Has the Authority to Close Your Commercial Deal?

Bishoy Habib

5 min

Who Really Has the Authority to Close Your Commercial Deal?

Here's something that catches a lot of people off guard in commercial real estate. The person sitting across the table, the one ready to sign, may not actually have the legal authority to do so. Not because they're being dishonest, but because nobody checked whether the LLC, trust, or equity group they represent ever formally gave them that power.

This comes up constantly in multi-party commercial closings, and when it surfaces late, it can stop a deal cold.

The Entity Problem

Almost nobody buys commercial property in their own name. It's LLCs, family trusts, private equity structures, and partnerships across the board. Each one of those entities has its own internal rules about who can make major decisions, and "I'm the managing member" doesn't automatically mean the operating agreement backs that up.

Before anyone picks up a pen, you need to verify that the person signing has been explicitly authorized by the board, the members, or the trustees to complete this specific transaction. That means reviewing operating agreements, partnership agreements, and corporate resolutions, not skimming them, actually reading them.

In 2026 this process has an added layer. Federal corporate transparency regulations now require that internal corporate resolutions line up with updated beneficial ownership registries before a transaction can move forward. It's not optional, and it's not something you can clean up after the fact.

Translating Between the Buyer and the Lender

At the same time all of this entity verification is happening, commercial lenders are running their own checklist. Florida commercial lenders operate off detailed closing manuals that specify everything from how the deed needs to be worded to which title insurance riders are required. These aren't suggestions.

Getting ahead of those requirements early, before the closing date is in sight, is what keeps a deal on track. The goal is to confirm that the authority to sign and the authority to fund are both squared away well before anyone is sitting at the table. When those two things aren't aligned, funding gets held, closings get pushed, and everyone loses time and money.

Why This Actually Matters Beyond the Closing

The real reason to take entity authority seriously isn't just getting through the closing. It's protecting the deal from falling apart years later.

If an unauthorized person signs a deed, that transfer can be challenged and voided down the road by a business partner, a disgruntled shareholder, or a beneficiary who claims they never approved the sale. At that point you're not dealing with a delayed closing, you're dealing with litigation over an asset you thought you already owned.

Doing the verification work upfront means the transaction is clean and defensible, no matter what comes up later.