Florida: who a real estate licensee works for, and what they owe

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Kooky

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A buyer who walks through a Florida home with a real estate licensee may assume that the person at their side is their agent in the full sense: loyal to them, bound to keep their secrets, working against the other side. Florida law starts from a different place. Unless something else has been put in writing, the Florida Statutes presume that the licensee is a transaction broker, a role the statute itself describes as limited representation and not a fiduciary one.

That presumption sits in section 475.278 of the Florida Statutes, part of what section 475.272 calls the Brokerage Relationship Disclosure Act. The same section lists the duties owed in each position a licensee can hold, sets out the notices that must be handed to buyers and sellers, word for word, and closes the door on dual agency. This guide walks through each of those pieces as the statute gives them, in the 2026 edition published by the Florida Legislature, and says where the text leaves a question open.

Counts of the duties listed in section 475.278 of the Florida Statutes, 2026 edition.

The starting point is a presumption

Section 475.278 says a Florida licensee may enter into a brokerage relationship with potential buyers and sellers either as a transaction broker or as a single agent. It then adds the sentence that shapes everything else: it is presumed that all licensees are operating as transaction brokers, unless a single agent relationship or no brokerage relationship is established, in writing, with a customer.

The statute uses the word customer with care. Section 475.01 defines a customer as a member of the public who is or may be a buyer or seller of real property, and who may or may not be represented by a licensee. A principal, by contrast, is defined as the party with whom a licensee has entered into a single agent relationship. So in the vocabulary of the Florida Statutes, a buyer working with a transaction broker is a customer, and becomes a principal only where a single agent relationship has been set up.

The alternatives to the default have to be written down. The section also states that it does not require a customer to enter into a brokerage relationship with any real estate licensee. A buyer or seller in Florida can deal with a licensee without being represented at all, which is the third position described below.

Three positions, and one that is barred

Read together, sections 475.01 and 475.278 give a licensee three ways of standing in relation to a buyer or seller.

A transaction broker, in the definition of section 475.01, is a broker who provides limited representation to a buyer, a seller, or both, but does not represent either in a fiduciary capacity or as a single agent. The definition adds that, when acting for both, the transaction broker does not work to the detriment of either.

A single agent is defined as a broker who represents, as a fiduciary, either the buyer or the seller but not both in the same transaction. The same section explains what fiduciary means here: a relationship of trust and confidence between the broker as agent and the seller or buyer as principal, carrying duties of loyalty, confidentiality, obedience, full disclosure, accounting, and skill, care and diligence.

The third position is no brokerage relationship: the licensee deals with the person but represents them in no capacity, and owes a short list of duties all the same.

What is missing from that table is dual agency. Section 475.278 says a real estate licensee may not operate as a disclosed or nondisclosed dual agent. Section 475.272, which states the purpose of the Act, opens with the same point: disclosed dual agency is no longer an authorised form of representation for licensees in Florida.

What a transaction broker owes

Section 475.278 lists seven duties for a transaction broker:

1. Dealing honestly and fairly.
2. Accounting for all funds.
3. Using skill, care and diligence in the transaction.
4. Disclosing all known facts that materially affect the value of residential real property and are not readily observable to the buyer.
5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing.
6. Limited confidentiality, unless waived in writing by a party.
7. Any additional duties that are mutually agreed to with a party.

Two details stand out. The fifth duty has one exception, and it is a written one: a party's earlier direction in writing. The seventh is a door left open, since a party and a transaction broker can agree further duties between them; the statute does not list what those might be.

The statute also explains what limited representation costs and what it buys. In the wording of the consent form set out in section 475.278, limited representation means that a buyer or seller is not responsible for the acts of the licensee, and that the parties are giving up their rights to the undivided loyalty of the licensee. The form goes on to say that this aspect of limited representation allows a licensee to facilitate a real estate transaction by assisting both the buyer and the seller, and that the licensee will not work to represent one party to the detriment of the other.

Limited confidentiality, item by item

The sixth duty is the one that differs most from what a single agent owes, so the statute spells out its content. According to section 475.278, limited confidentiality prevents a transaction broker from disclosing:

• that the seller will accept a price less than the asking or listed price;
• that the buyer will pay a price greater than the price submitted in a written offer;
• the motivation of any party for selling or buying property;
• that a seller or buyer will agree to financing terms other than those offered;
• any other information requested by a party to remain confidential.

The first four items cover the points on which a negotiation turns. The fifth depends on a request. Information outside the first four headings is protected under this duty when a party asks for it to stay confidential. The protection can also be given up: the duty applies unless waived in writing by a party.

This is narrower than the confidentiality a single agent owes, which appears in the statute's list as a single unqualified word.

What a single agent adds

For a single agent, section 475.278 lists nine duties:

1. Dealing honestly and fairly.
2. Loyalty.
3. Confidentiality.
4. Obedience.
5. Full disclosure.
6. Accounting for all funds.
7. Skill, care and diligence in the transaction.
8. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing.
9. Disclosing all known facts that materially affect the value of residential real property and are not readily observable.

Set against the transaction broker's list, five duties are common to both: honest and fair dealing, accounting for funds, skill, care and diligence, presenting offers, and disclosing known material facts. The single agent then owes four that the transaction broker does not: loyalty, confidentiality, obedience and full disclosure. Those four are the core of the fiduciary relationship as section 475.01 defines it. In exchange, the transaction broker's list carries two items of its own, limited confidentiality and any additional agreed duties, which makes seven.

In Florida the fiduciary relationship is the exception that has to be written down; the limited one is what the law assumes.

No brokerage relationship: three duties

A licensee who has no brokerage relationship with a buyer or seller still owes that person three duties under section 475.278:

1. Dealing honestly and fairly.
2. Disclosing all known facts that materially affect the value of residential real property which are not readily observable to the buyer.
3. Accounting for all funds entrusted to the licensee.

Nothing in that list concerns confidentiality, skill and care, or the presenting of offers. What a buyer in this position says about price or motivation is not protected by any duty listed for it.

The notices: when they are given and what they look like

The Florida Statutes do not leave the wording of the disclosures to each brokerage. Section 475.278 sets out the notices in full, and fixes when and how they are given.

The single agent notice. The duties of a single agent must be fully described and disclosed in writing to the buyer or seller. The statute says this must be done before, or at the time of, entering into a listing agreement or an agreement for representation, or before the showing of property, whichever occurs first. The notice is headed "Single Agent Notice" and opens with the sentence that Florida law requires that real estate licensees operating as single agents disclose to buyers and sellers their duties. It then names the real estate entity and its associates and lists the nine duties, followed by lines for a date and a signature.

The no brokerage relationship notice. The three duties must be disclosed in writing before the showing of property. The notice is headed "No Brokerage Relationship Notice" and opens by stating that Florida law requires licensees who have no brokerage relationship to disclose their duties to sellers and buyers.

The form of both. According to section 475.278, a disclosure may be given either as a separate and distinct document or included as part of another document, such as a listing agreement. When it is folded into another document, the notice must be of the same size type as the other provisions of that document, or larger, and must be conspicuous in its placement. In either case the first sentence of the notice is printed in uppercase and bold type.

The pages of the statute read for this guide set out notice forms for the single agent and for the licensee with no brokerage relationship. They do not set out a separate notice for the presumed transaction broker relationship. A buyer who has been handed no notice at all is, on the statute's wording, in the default position: dealing with a transaction broker.

Moving from single agent to transaction broker

A relationship that began as a single agency can change. Section 475.278 allows a single agent relationship to be changed to a transaction broker relationship at any time during the relationship, on one condition: the agent first obtains the principal's written consent to the change.

The form is headed "Consent to Transition to Transaction Broker". It says that Florida law allows a single agent to become a transaction broker, so that the licensee can assist both the buyer and the seller with limited representation. It also states, in capitals, that the change in relationship cannot occur without the principal's prior written consent.

The body of the form lists the seven transaction broker duties and repeats the explanation of limited representation: the party is not responsible for the acts of the licensee, and gives up the right to the licensee's undivided loyalty. It closes with a line by which the principal agrees that the agent may assume the role and duties of a transaction broker, marked in the statute as a line that must be initialled or signed. Signing it exchanges the single agent's nine duties for the transaction broker's seven.

The statute does not say what happens if the principal declines. On its wording the change cannot occur, so the single agent relationship continues; how the licensee and the other party then proceed depends on the case and is not addressed in the section.

Which sales the notices cover

The duties and the authorised relationships are one thing; the written notices are another. Section 475.274 draws the line. It says the authorised brokerage relationships in sections 475.2755 and 475.278 apply to all brokerage activities as defined in section 475.01, while the disclosure requirements of section 475.278 apply only to residential sales.

A residential sale is defined in section 475.278 as the sale of:

• improved residential property of four units or fewer;
• unimproved residential property intended for use of four units or fewer; or
• agricultural property of 10 acres or fewer.

Even inside residential sales, the section lists situations in which the disclosure requirements do not apply:

• when the licensee knows that the potential seller or buyer is represented by a single agent or a transaction broker;
• when an owner is selling new residential units built by the owner, and the circumstances, such as the location of the sales office, signs, placards or identification badges, reasonably inform the buyer that the owner's employee or single agent is acting for the owner;
• nonresidential transactions;
• the rental or leasing of real property, unless an option to purchase is given on property improved with four or fewer residential units;
• a bona fide open house or model home showing that does not involve eliciting confidential information, the execution of a contractual offer or an agreement for representation, or negotiations concerning price, terms or conditions of a potential sale;
• unanticipated casual conversations with a seller or buyer that do not involve those same matters;
• responding to general factual questions from a potential buyer or seller about properties that have been advertised for sale;
• communications limited to general factual information about the qualifications, background and services of the licensee or the brokerage firm;
• auctions;
• appraisals;
• dispositions of any interest in business enterprises or business opportunities, except property with four or fewer residential units.

Designated sales associates in larger non-residential deals

There is one setting in which Florida allows two licensees of the same brokerage to act as fiduciaries for opposite sides. Section 475.2755 of the Florida Statutes applies to real estate transactions other than a residential sale, as that term is defined in section 475.278, in which the buyer and the seller each have assets of US$1 million or more. In such a transaction the broker may, at the request of the customers, designate sales associates to act as single agents for different customers in the same transaction.

Both sides must meet the threshold; one party with assets of US$1 million or more is not enough. A designated sales associate has the duties of a single agent under section 475.278, including the single agent disclosure requirements. In place of the consent to transition form, section 475.2755 prescribes its own notice, which opens by stating that Florida law prohibits a designated sales associate from disclosing a customer's confidential information. According to the section, a designated sales associate may disclose such information to the broker for the purpose of seeking advice, and the broker must then keep it confidential and may not use it to the detriment of the other party.

The section uses its terms broadly: buyer means a transferee or lessee, and seller means a transferor or lessor. A commercial lease between two parties who each meet the threshold can therefore fall within it.

A worked example, with assumed figures. A company with assets of US$4 million wishes to buy a warehouse from an owner with assets of US$800,000, and both are working with the same brokerage. A warehouse is not a residential sale, so the first condition is met. The seller's assets are below US$1 million, so the second is not, and section 475.2755 does not apply. The brokerage is left with the general positions of section 475.278.

Records and discipline

Records. Section 475.5015 requires a broker to keep at least one legible copy of all books, accounts and records pertaining to the brokerage business, and to make them available to the department, for at least 5 years. The period runs from the date of receipt of any money, fund, deposit, cheque or draft entrusted to the broker or, where no funds are entrusted, from the date any party executed a listing agreement, an offer to purchase or a similar document. The section names the disclosure documents required under sections 475.2755 and 475.278 specifically: the licensee must retain them in all transactions that result in a written contract to purchase and sell real property.

Where a record has been the subject of litigation or has served as evidence in it, the same section requires it to be kept for at least 2 years after the conclusion of the civil action or of any appeal, whichever is later, and never for less than 5 years in total.

A worked example, with assumed dates. No deposit is entrusted to the broker, and the first document is a listing agreement executed on 2 March 2026. The 5-year minimum runs to 2 March 2031. If a signed single agent notice from that file served as evidence in a civil action that concluded on 10 June 2030, with no appeal, the 2-year rule runs to 10 June 2032. That is later than 2 March 2031, so the later date governs.

Discipline. The body in charge is the Florida Real Estate Commission, which section 475.01 simply calls the commission. Section 475.25 lists the grounds on which it may act against a licensee, and one of them is having violated any provision of section 475.2755 or section 475.278, including the duties owed under those sections. The wording covers both a notice that was not given and a duty that was not performed.

The powers attached are the general ones of section 475.25. The commission may deny an application, suspend a licence for a period not exceeding 10 years, revoke it, impose an administrative fine not to exceed US$5,000 for each count or separate offence, and issue a reprimand. As a worked example of the ceiling only: a case with three counts could carry administrative fines of up to US$15,000 in total, being three times US$5,000. That is the statutory maximum, not a typical outcome.

Section 475.2801 adds that the commission may adopt rules establishing disciplinary guidelines, notices of noncompliance and citations for violations of the two brokerage relationship sections. Those rules were not read for this guide, so the penalty the commission's guidelines indicate for a particular breach is not stated here.

Kooky, from Shaka

Kooky edits Agents Estate and builds Shaka, the payment router he made for real estate professionals. One payment comes in, and every agent, agency and party in the deal receives their signed share on closing date.

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