This post uses hypothetical scenarios for illustrative purposes only. It does not describe any actual client, transaction, or representation, and is not legal advice.
A common Florida marina deal pattern looks like this. A buyer falls in love with the property — two hundred wet slips, a dry-stack barn, a fuel dock, a ship’s store, waiting list three seasons deep. The letter of intent prices the business off slip revenue. Diligence starts with the uplands: title commitment, survey, environmental Phase I. And then, usually somewhere in week three, someone reads the title commitment closely and notices that the most valuable part of the operation — the docks, the slips, the bottomland under all of it — is not owned by the seller at all. It belongs to the State of Florida. The seller holds it under a sovereignty submerged lands lease, and that lease, not the deed, is the asset that makes or breaks the deal.
This is not a defect in the seller’s title. It is how Florida waterfront works. But it changes the shape of the transaction in ways that surprise buyers who have done plenty of dirt deals and never bought a business that floats.
The state holds the bottomlands, and the Trustees hold the pen
Florida acquired title to the lands beneath its navigable waters at statehood, and it still owns most of them. Those sovereignty submerged lands are held in trust for the public by the Board of Trustees of the Internal Improvement Trust Fund — the Governor and Cabinet — with the Department of Environmental Protection administering the program day to day. Chapter 253 of the Florida Statutes supplies the framework, and supplies the operating manual: what activities require a lease, how fees are set, and what consent is needed to assign one.
A marina’s docks, piers, and mooring fields over state bottomlands almost always sit on a sovereignty submerged lands lease. The lease has a defined term, an annual fee tied to the leased area and the revenue generated from wet slip rentals, and conditions about what structures may occupy the leased area and how they may be used. It is proprietary, not regulatory — the state is acting as landowner, not just as permitting agency — which means the Trustees have discretion a zoning board does not. A buyer is not entitled to step into the lease. It has to be assigned, and the assignment has to be consented to.
The lease drives the closing sequence, not the other way around
Here is the mechanical wrinkle that catches deal teams. The state’s practice is to consent to an assignment of a sovereignty submerged lands lease only after title to the adjacent uplands has transferred. The submerged lands lease follows the upland ownership — the lessee is supposed to be the riparian upland owner — so the assignment paperwork trails the deed rather than preceding it. A buyer who wants the comfort of a fully consented lease assignment in hand at closing generally cannot have it. What it can have is a closing structure that anticipates the gap: the assignment application prepared and ready to file, the seller’s cooperation covenant surviving closing, a holdback or escrow tied to the consent actually issuing, and representations about the lease’s good standing that survive long enough to matter.
First, that means the lease file is a diligence item of the first order. The buyer should read the lease itself, every modification, the most recent annual fee invoices, and any correspondence with DEP about compliance. Structures on the leased area that do not match the lease drawings — a dock extended over the years, slips added, a fuel platform relocated — are the marina equivalent of an unpermitted addition, except the offended party is the landlord who also happens to be the state. Second, the wet slip revenue certifications the seller has been filing to compute lease fees should be tied out against the financials the buyer is pricing from. If the revenue reported to the state and the revenue shown to the buyer diverge, one of two documents is wrong, and either answer is a problem worth understanding before wiring funds. Third, the remaining lease term and renewal posture deserve real attention, because the slips generating the revenue multiple are only as durable as the lease beneath them.
Lenders feel this more than anyone
Marina acquisitions are usually financed, and the lender’s collateral instinct runs straight into the state’s practice: neither the Trustees nor DEP customarily issues formal consents to mortgages or collateral assignments of sovereignty submerged lands leases. The lender can take a mortgage on the uplands and a security interest in the business assets, but its position in the lease itself is structurally awkward — if the loan defaults and the lender forecloses on the uplands, it then needs the lease assigned to it or its buyer, on the state’s timeline, under the state’s discretion. Experienced marina lenders underwrite around this with covenants, upland collateral, and close attention to lease compliance, but a first-time marina buyer should expect the financing conversation to spend more time on the lease than on the dry-stack barn. The dynamics rhyme with other Florida license-dependent businesses — the same reason a yacht brokerage sale is really a licensing transaction wearing an M&A costume.
Structure the deal around the lease, then price it
Whether the deal runs as an asset purchase or an equity purchase changes the lease analysis. In an asset deal the leaseholder changes, which puts the assignment-and-consent process squarely on the critical path described above. In an equity deal the leaseholder entity stays intact and only its ownership changes — often a cleaner path for the lease, though the lease terms, the fee history, and the state’s file still need the same scrub, and the buyer inherits whatever compliance history the entity has accumulated. That tradeoff sits on top of the usual Florida asset-versus-stock decision framework — tax treatment, successor liability, contract assignments — rather than replacing it.
Beyond the lease, the marina diligence list has its own local flavor: the fuel system and its registration and upgrade history, the stormwater and marina operating permits, submerged resource surveys if seagrass or corals are nearby, slip license agreements with customers and what they promise, and the waiting list practices that determine whether slip revenue is really as sticky as the offering memorandum says. All of it belongs in the same first-week workstream as the standard M&A diligence checklist, not bolted on at the end.
The takeaway
In a Florida marina sale, the deed covers the land you can walk on, and the state owns the rest. The sovereignty submerged lands lease under the docks is the asset that carries the revenue, and it moves only with the Trustees’ consent, only after the uplands transfer, and only to a buyer willing to live with the state as its most important landlord. Sellers should walk into market with a clean lease file: current fees, accurate wet slip certifications, structures that match the drawings. Buyers should price the lease term like the finite asset it is, sequence closing around the assignment, and expect their lender to care about all of it. The marinas that trade smoothly are the ones where both sides treated the lease as the deal, not as an exhibit.
If you are buying or selling a Florida marina and want the submerged lands lease, the closing sequence, and the financing structured before the letter of intent locks you in, feel free to reach out to my firm manager, Magda, at Magda@montague.law, or fill out our contact form. Mention you read this post.
