Step 1: Price it the way a buyer will
Buyers price leased property on net operating income and a market cap rate, cross-checked against price per square foot and replacement cost. Owner-users price on what it would cost them to lease or build something similar. Your number should come from both views, not from what a neighbor heard someone got.
Texas is a non-disclosure state: sale prices are not part of the public record, so reliable comparables come from brokers, appraisers, and paid databases rather than county records. See cap rates and what your building is worth for the full method.
Step 2: Plan taxes before you list
Talk to your CPA early. The structure of the sale can matter as much as the price:
- 1031 exchange to defer capital gains by buying replacement investment property. The clock starts at closing, so line up targets before you list. See 1031 exchanges for commercial property.
- Seller financing or an installment sale to spread gain over time and widen the buyer pool.
- Sale-leaseback if your business occupies the building and wants to stay.
- Rollback taxes on land with an agricultural valuation that changes use.
Step 3: Assemble the due diligence package
Buyers will ask for these during feasibility. Having them ready shortens the timeline and reduces retrades.
- Rent roll, all leases and amendments, and tenant contact information
- Two to three years of operating statements and the current-year budget
- Property tax statements and any protest history
- Survey, title policy, and any recorded restrictions or easements
- Environmental reports, especially for industrial and outdoor storage uses
- Roof, HVAC, and capital improvement records
- Certificates of occupancy, permits, and zoning letters
- Service contracts and warranties
Step 4: Decide how to take it to market
| Approach | Best when | Trade-off |
|---|---|---|
| Full listing | You want the widest buyer pool and price discovery | Public exposure; tenants and competitors know it is for sale |
| Targeted or off-market | Confidentiality matters or the buyer universe is small | Fewer bidders can mean less tension on price |
| Direct offer to a principal | You value speed and certainty over the last dollar | Price should be compared against a listing estimate |
Roesinger can put a broker opinion of value next to a direct principal offer so you can compare them side by side. When Roesinger buys for its own account, it discloses in writing that it is a licensed Texas real estate broker acting as a principal.
Step 5: Letter of intent and contract
Most Texas commercial deals start with a non-binding letter of intent covering price, earnest money, feasibility period, closing date, and financing. The contract is then drafted, often on a Texas REALTORS commercial contract form or a purchase and sale agreement drafted by counsel. Negotiate the feasibility period length, what happens to earnest money, the title and survey objection process, and what the seller represents about the property. Have a Texas real estate attorney review the contract.
Step 6: Feasibility, estoppels, and closing
- Feasibility period: commonly 30 to 60 days for inspections, environmental, survey, and lender work. Buyers can usually terminate during this window.
- Tenant estoppels and SNDAs: for leased property, tenants confirm lease terms in writing, and lenders often require subordination agreements.
- Closing: through a Texas title company, commonly 15 to 45 days after feasibility ends, longer if the buyer needs SBA or construction financing.
Texas paperwork you will see
- Information About Brokerage Services (IABS): a TREC-required notice brokers provide at the first substantive conversation about a specific property.
- Listing agreement: sets the commission, term, and the broker's duties. Commissions in Texas are negotiable.
- Commercial property condition statement: commonly used to disclose known conditions; ask your attorney what you should disclose.
Frequently asked questions
How long does it take to sell a commercial building in Texas?
Usually 90 to 180 days from listing to closing: a few weeks of preparation, 30 to 90 days of marketing and negotiation, then a 30 to 60 day feasibility period and closing.
Do I need a broker to sell commercial property?
No, but a broker brings pricing data in a non-disclosure state, buyer reach, and negotiation through feasibility, where many deals are retraded. Compare the net proceeds, not just the commission.
Can I sell my building and keep operating my business in it?
Yes, through a sale-leaseback. You sell to an investor and sign a long-term lease. Pricing depends heavily on the lease terms and your business's credit.
This guide is general information, not legal or tax advice. Consult a Texas real estate attorney and your CPA before selling. Roesinger LLC is a licensed Texas real estate broker.
About the author
Zach Roesinger is the designated broker of Roesinger LLC, an Austin commercial real estate brokerage focused on flex-industrial, industrial outdoor storage, land, and investment sales across the Texas Triangle. He also buys value-add flex-industrial property as a principal, so the underwriting in these guides is the same screen he runs on his own acquisitions.
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