As vacant land becomes increasingly scarce in Nevada, opportunities for commercial real estate development remain strong — especially for projects that repurpose or redevelop existing sites. From site selection to land use approvals, each step requires navigating a maze of zoning laws, due diligence obligations, and contractual details. Whether you’re a developer, investor, or business owner building in Las Vegas or elsewhere in Nevada, understanding the legal framework behind development — and working with an experienced Nevada commercial real estate attorney — can help you avoid costly setbacks and protect your investment.

Negotiating the Purchase and Sale Agreement

A well-drafted purchase and sale agreement (PSA) is the foundation of a successful acquisition and development. Working with a commercial real estate attorney during negotiations can ensure that the PSA includes the proper due diligence rights and termination protections. The PSA should include a due diligence period that allows the buyer to terminate if investigations reveal material issues. Buyers should negotiate a due diligence period long enough to complete all anticipated inspections and reports.

To do this effectively, buyers must anticipate their due diligence needs while negotiating the letter of intent. For example, obtaining an ALTA Survey for an extended coverage owner’s policy of title insurance can require two to three weeks of lead time. Other key reports — such as property condition assessments, zoning analyses, and environmental site assessments — carry similar timelines. Understanding these lead times upfront is essential to negotiating a realistic and protective due diligence period.

Title Review Timing and Strategy

Sellers often attempt to carve out title review from the general due diligence period, providing only a short window for the buyer to review and object to recorded exceptions. However, a complete title review typically requires both a title commitment and an ALTA Survey, the latter of which may take several weeks to obtain. Buyers should push for the title review period to run concurrently with the entire due diligence period.

Additionally, the PSA should include an ongoing title review right to address any new exceptions recorded after execution of the agreement. This ensures that last-minute title changes don’t compromise the buyer’s ability to close. An experienced Nevada commercial real estate attorney can help identify potential title issues early and negotiate terms that protect the buyer’s interests.

Zoning and Entitlement Considerations

Beyond title and physical inspections, buyers must also confirm that the intended use complies with local zoning and land use regulations. Nevada municipalities — including Las Vegas, Henderson, North Las Vegas, and Clark County — maintain detailed zoning codes governing permitted uses, setbacks, parking, and height restrictions.

Before acquisition, verify whether the project is permitted “by right” or requires discretionary approval such as a special use permit, variance, or conditional use permit. These approvals often involve public hearings before planning commissions or city councils and can take months to complete. Early consultation with an experienced commercial real estate attorney will help avoid delays and ensure compliance throughout the process.

Zoning or Entitlement Contingency

If the buyer has a specific planned use, it may be wise to negotiate a zoning or entitlement contingency in addition to the standard due diligence period. This contingency allows extra time to apply for and obtain necessary land use approvals, while preserving the right to terminate the PSA if approvals cannot be secured.

Sellers may request additional consideration for this extended period, such as increased refundable deposits or partial release of existing deposits. These provisions should be negotiated carefully to balance flexibility and commitment.

Conclusion

Commercial real estate development in Nevada requires not just vision, but careful legal planning. By negotiating thoughtful PSA provisions, managing due diligence efficiently, and addressing land use approvals early, developers can minimize risk and set their projects up for success.

Reisman Sorokac advises clients through every stage of the development process — from acquisition and entitlement to construction and disposition. Please give us a call today at (702) 727-6258 to get started with an experienced and dedicated Nevada commercial real estate attorney.