Commercial Real Estate Attorneys in Northern Virginia
Know What You Are Buying
Commercial property comes with no seller disclosure form, so what you do not investigate becomes your problem after closing. We guide businesses, investors, and developers through due diligence, contracts, and closing across Northern Virginia.
✓ Businesses & Investors
✓ Leesburg & Fairfax
✓ Due Diligence Driven
How Commercial Deals Differ
Three Things That Set Commercial Apart
No Disclosure Form
The residential disclosure law does not cover commercial property, so investigating condition is on the buyer
Due Diligence
The contract’s study period is the buyer’s window to inspect title, survey, environment, zoning, and leases
Phase I
An environmental site assessment can support a buyer’s defense to certain cleanup liability
Sources: Virginia Residential Property Disclosure Act, § 55.1-700 et seq. (applies to residential property only); Code of Virginia § 11-2 (statute of frauds) and § 58.1-3237 (roll-back taxes on a change of use from land-use assessment); federal environmental law, including CERCLA and its All Appropriate Inquiries standard, for the bona fide prospective purchaser defense.
A commercial deal is not a bigger version of a home purchase. There is no disclosure form and no standard contract, the risks sit in title, environment, zoning, and leases, and the due diligence period is where a careful buyer finds them. What you learn before closing is what protects you after it.
Where Commercial Deals Are Won or Lost
In a home sale, the seller at least hands you a disclosure form. In a commercial deal, there is none. The buyer takes the property as it is and has to find the problems, whether that is a title defect, an environmental issue, a zoning limit on the planned use, or a lease that does not read the way the rent roll suggests. The contract’s due diligence period, and how it is written, is what gives the buyer room to investigate and, if needed, walk away.
We represent buyers and sellers across acquisitions and dispositions of office, retail, industrial, multifamily, and land. That means negotiating a real purchase agreement rather than a fill-in-the-blank form, running a disciplined due diligence process, and getting the deal closed and financed. When a purchase involves income property, we handle the leases, and we make sure the title work holds up.
Schedule a ConsultationWhere We Come In
- ✓ You are buying or selling commercial, retail, industrial, or investment property
- ✓ You need a purchase agreement negotiated, not a fill-in-the-blank form
- ✓ You are running due diligence on title, survey, environmental, and zoning
- ✓ You are acquiring income property and need leases and estoppels reviewed
- ✓ You are deciding whether to buy the assets or the entity that owns them
- ✓ You want to close on time without a surprise derailing the deal
What We Handle
Commercial Transaction Services
From the letter of intent to the closing table, with the diligence a commercial deal demands.
Purchase & Sale Agreements
Negotiating the contract that governs the deal, with the representations, warranties, and closing conditions that fit your side.
Due Diligence & Feasibility
Structuring and running the study period so title, survey, environmental, zoning, and financials are checked before you are committed.
Environmental Review
Coordinating Phase I assessments and advising on the buyer protections that a properly done review can support.
Leases, Estoppels & SNDAs
Reviewing the rent roll and leases, and obtaining tenant estoppels and lender agreements, when you buy income-producing property.
Entity & Deal Structure
Advising on whether to buy the property or the company that owns it, and on holding the asset in a single-purpose entity.
Closing & Financing
Coordinating lender requirements, title, and settlement so the deal closes cleanly and the documents match the agreement.
What a commercial buyer and seller should keep in mind
A commercial contract must be in writing to be enforceable, and unlike a home sale, there is no seller disclosure statement, so caveat emptor governs and due diligence is the buyer’s real protection. The study period in the contract lets the buyer inspect title, survey, environmental condition, zoning, and leases, and usually to terminate and recover the deposit if something does not check out. For many properties, a Phase I environmental site assessment is worth doing, both to understand the risk and because a properly conducted review supports a legal defense to certain contamination cleanup liability. Buyers of income property should study the rent roll and every lease, and obtain tenant estoppels and, where a lender is involved, subordination and non-disturbance agreements. Deal structure matters too, since buying the assets and buying the entity carry different tax and liability consequences. Watch for roll-back taxes when property assessed for agricultural or forestal use is converted to a more intensive use, and remember that at closing the settlement agent is neutral and does not represent either side.
Attorney Insight
“With commercial property, the deal is really made during due diligence. There is no disclosure form to lean on, so if the buyer does not find the problem, the buyer owns it after closing. I spend my time making sure the study period is long enough and written to protect my client, then working through title, environment, zoning, and the leases before the money is committed. The best outcome is often the quiet one, where nothing goes wrong at closing because everything was checked first.”
Anthony I. Shin, Esq.
Founder, Shin Law Office
Common Questions
Answers Before You Call
Is there a seller’s disclosure for commercial property like there is for homes?
No. The residential disclosure law does not apply to commercial property, so there is no seller disclosure statement and the buyer must investigate condition, title, zoning, and environment independently. That is exactly why the due diligence period matters so much in a commercial deal.
What is the due diligence period?
It is a window in the contract, negotiated up front, during which the buyer inspects title, survey, environmental condition, zoning, leases, and finances, and usually can terminate and recover the deposit if something does not check out. Its length and terms are negotiable, and getting them right protects the buyer.
Do I need an environmental assessment?
Often, yes. A Phase I environmental site assessment reviews a property’s history and condition for contamination risk, and doing it properly under the applicable standard supports a legal defense to certain cleanup liability. For many commercial and industrial sites, it is a standard and worthwhile step before closing.
Should I buy the property or the company that owns it?
It depends on tax, liability, and financing considerations. Buying the assets gives a cleaner slate but may add transfer costs, while buying the entity can carry hidden liabilities along with the property. We help you weigh the structure before you commit to either path.
Can zoning stop my planned use?
Yes, if the use is not permitted or requires approvals you do not yet have. Confirming zoning and any needed permits during due diligence is essential, and we coordinate that review so a use problem does not surface after you own the property.
Related Real Estate Services
Bring Counsel in Before the Study Period Runs
The earlier we are involved, the more we can find and fix while you still have room to act. Tell us about the property and the deal. Serving Leesburg, Fairfax, and all of Northern Virginia.
Prefer to talk now? Reach Anthony I. Shin, Esq. at 571-445-6565.
Based in Loudoun County and serving clients across Virginia, Washington DC, and Maryland, we know that when everything’s on the line, the right attorney doesn’t just make a difference, they determine the outcome.
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Copyright © 2026 Shin Law Office, PLC. All rights reserved.
Copyright © 2026 Shin Law Office, PLC. All rights reserved.
Reproduction of any content on this site is prohibited except for individual, non-commercial, informational use. This limited permission does not allow modification, distribution, or incorporation of any content into other works or publications in any medium. You may not reproduce or distribute content from this site to any third party.