Property Management in Florida
Florida licenses the company you built and the sale of it.
Florida is one of the few states where the licensing question lands twice: once on the company being sold, and once on whoever sells it. Three things about a Florida sale differ enough from the rest of the country to change how the deal gets built. The statutory definition of a broker reaches business sales and not only real property. The non-compete regime changed in 2025 and is now among the most permissive anywhere. And the state can look to a buyer for the seller’s unpaid tax without capping the exposure at what the buyer paid. Florida also has no personal income tax, which helps the arithmetic, but that is true of several states and is not what this page is about.
Miami-Fort Lauderdale / Tampa Bay / Orlando / Jacksonville
The license reaches both the company and the sale
Florida defines a broker as a person who, for compensation, negotiates the sale, exchange, purchase, or rental of business enterprises or business opportunities or real property of others. That single sentence does two separate things to a management company exit.
It reaches the operating business first. Florida issues no standalone property management license, so a company renting or leasing property owned by others for a fee is doing licensed real estate activity. The buyer therefore needs a Florida licensed broker in place to keep operating what they acquire, whether the doors are in Miami, Tampa, Orlando, or Jacksonville. A buyer who has not solved that has bought a business it cannot legally run on day one.
It reaches the transaction second. Negotiating the sale of a business enterprise for compensation is itself licensed activity in Florida, which is not true in every state. Fewer intermediaries can lawfully run a Florida process than the market appears to contain. It is a fair question to put to any adviser before you sign anything, and a firm that cannot answer it plainly is telling you something. Wraith runs Florida engagements alongside an affiliated firm rather than on its own.
For a seller the practical consequence is that the licensing conversation happens twice and both times it narrows the field. That is not only a cost. A smaller field of buyers who can actually close is more useful than a longer list of buyers who cannot, and a prepared process sorts the two before anyone spends a month on diligence.
Four-year covenants, and what the CHOICE Act changed
With the federal rule vacated, enforceability is a question of state law again, and Florida is the state where that matters most.
Florida was already the most employer-friendly jurisdiction in the country on restrictive covenants. The CHOICE Act took effect on 1 July 2025 and went further. It makes covered non-compete agreements enforceable for up to four years. It authorizes garden leave, under which the employer keeps paying base salary and benefits through a notice period of up to four years, with the non-compete reduced day for day by any non-working portion of that notice.
The Act reaches covered individuals earning more than twice the annual mean wage of the Florida county where the employer’s principal place of business sits, or where the individual lives if the employer is based outside Florida. Most owners of a management company of any size clear that threshold comfortably.
Why this belongs on a page about selling: it changes what a buyer will ask for. A Florida buyer can reasonably seek a longer restriction than it would in most states and can expect it to hold. If you are staying on after closing in any capacity, you may be inside the employment regime as well as the sale one. Four years is a real constraint on what you do next, and the moment to negotiate its scope is before exclusivity, not during it.
Above half, and the liability that follows the business
Florida applies transferee liability to business transfers. A transferee that acquires more than 50 percent of a business becomes liable for unpaid tax owed by the transferor arising from operating that business.
The number that matters is the cap, because it is not the one people assume. The maximum is the fair market value of the business or the total purchase price, whichever is greater. Not the lesser, and not simply what changed hands. A buyer reading that provision for the first time gets noticeably more interested in your filing history.
There are ways out and the seller controls the main one. The transferor can hand over a receipt or a certificate of compliance from the department showing no notice of audit, all required returns filed, and all tax arising from the business paid. Liability also does not attach where there were no insiders in common between the two sides at the time of transfer, or where the department audits the transferor and finds nothing owing.
So the seller’s job is to make the certificate obtainable before a buyer asks for it. Returns filed, tax paid, no open audit. If any of those is untrue, it surfaces in diligence as a repricing conversation rather than as an administrative step. The threshold is worth noting too: the rule turns on more than half the business moving, so a partial sale or a recapitalization can sit on the other side of the line. That is a structuring question to raise before terms are set rather than after.
Questions Florida sellers ask
- Does my property management company need a Florida real estate license?
- If it rents or leases property owned by others for compensation, that activity sits inside Florida’s real estate brokerage definition. The state issues no standalone property management license. It matters to a sale because the buyer needs a licensed Florida broker in place to keep operating after closing.
- Can an out-of-state buyer acquire a Florida management company?
- Yes. What a buyer cannot do is carry on the licensed activity without a Florida licensed broker. It is usually solved by retaining the existing broker through a transition period or by placing a licensed broker into the entity before closing, and it shapes the transition terms rather than sitting beside them.
- Will a Florida buyer ask me for a four-year non-compete?
- They may, and in Florida such a covenant is more likely to be enforceable than almost anywhere else in the country. If you are staying on after closing, the employment regime can apply alongside the sale covenant. Negotiate the scope early, while the process still gives you leverage.
- What is a certificate of compliance and who needs it?
- It comes from the state and shows the seller has received no notice of audit, has filed all required returns, and has paid the tax arising from the business. The buyer wants it because without it the buyer can inherit the liability, and the cap on that liability is the greater of fair market value or the purchase price.
Where these facts come from
Everything above that is a rule rather than a judgement is listed here with its publisher and the date it was checked. Licensing, tax and non-compete rules change, sometimes without much notice. None of this is legal or tax advice, and it is not a substitute for your own counsel and CPA.
A broker is defined as a person who, for compensation, "appraises, auctions, sells, exchanges, buys, rents, or offers, attempts or agrees to appraise, auction, or negotiate the sale, exchange, purchase, or rental of business enterprises or business opportunities or real property of others", including leasing or renting real property of others.
Florida Legislature, Fla. Stat. 475.01. Checked 2026-09.
A transferee acquiring more than 50 percent of a business is liable for unpaid tax owed by the transferor arising from operation of that business. The maximum liability is the fair market value of the business or the total purchase price, whichever is greater. Liability is limited where the transferor provides a receipt or certificate of compliance showing no notice of audit, all returns filed and all tax paid; where there were no insiders in common; or where the department audits and finds no liability.
Florida Legislature, Fla. Stat. 213.758. Checked 2026-09.
The CHOICE Act, effective 1 July 2025, permits covered non-compete agreements of up to four years and authorizes garden leave of up to four years during which base salary and benefits continue, with the non-compete reduced day for day by any non-working portion of the notice period. It applies to covered employees and independent contractors earning more than twice the annual mean wage of the Florida county where the employer’s principal place of business is located, or where the individual resides if the employer is based outside Florida.
Jackson Lewis. Checked 2025-07.
Secondary source summarizing the statute. Confirm the current text and its application to your situation with Florida counsel before relying on it.
The Commission filed to accede to the vacatur of the Non-Compete Clause Rule in September 2025.
Federal Trade Commission. Checked 2025-09.
The Non-Compete Rule was removed from 16 CFR part 910 to conform the Code of Federal Regulations to the court decisions setting it aside.
Federal Register. Checked 2026-02-12.
Florida imposes no personal income tax; the state’s tax obligations for businesses are administered by the Florida Department of Revenue.
Florida Department of Revenue. Checked 2026-09.
Page last reviewed 2026-09-05.
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