Real Estate Law
Every transaction
carries risk.
We manage it.
From commercial acquisitions and development deals to residential investment and 1031 exchanges, we guide buyers, sellers, landlords, and tenants through the full complexity of Nevada real estate, structuring transactions to protect value and avoid the problems that surface after closing.
What We Handle
Transaction Types
Real estate transactions are not one-size-fits-all. The legal issues in a commercial acquisition look nothing like those in a 1031 exchange or a ground lease negotiation. We bring the right expertise to each transaction type.
Commercial Acquisitions
Purchasing commercial real property involves layers of risk that residential transactions rarely surface: environmental contamination, title defects, zoning non-conformities, and existing lease obligations that survive the sale. We represent buyers and sellers through letter of intent negotiation, purchase agreement drafting, due diligence coordination, and closing. We structure transactions to allocate known and unknown risk appropriately between the parties.
Key documents: letter of intent, purchase and sale agreement, assignment of leases, estoppel certificates, SNDA agreements, closing statement.
Commercial Leasing
A commercial lease is a long-term financial commitment, often five to fifteen years, with significant liability on both sides. We represent landlords and tenants. For landlords, we draft leases that protect rental income, control tenant use, and minimize liability exposure. For tenants, we negotiate favorable rent structures, improvement allowances, renewal options, and exit rights. CAM reconciliation disputes, co-tenancy clauses, and exclusivity provisions are areas where landlords and tenants frequently diverge, and where precise drafting pays dividends.
Common provisions: base rent and escalations, CAM charges and caps, permitted use and exclusivity, TI allowance, personal guarantee, holdover, assignment and subletting, SNDA/estoppel.
Residential Investment & Fix-and-Flip
Investors acquiring residential properties for rental income or resale face a different legal profile than owner-occupants. Nevada's landlord-tenant statutes impose specific notice requirements, security deposit rules, and habitability standards that apply regardless of lease terms. We structure acquisition entities, draft lease agreements, and advise on Nevada disclosure obligations that apply to non-owner-occupant sellers.
Nevada NRS Chapter 118A governs residential landlord-tenant relationships. Non-compliance with notice and return timelines on security deposits can result in statutory damages.
Development & Construction
Development transactions layer construction risk on top of acquisition risk. We draft and negotiate development agreements, construction contracts, architect and engineer agreements, and subdivision documents. Lien rights under Nevada's mechanics' lien statutes (NRS Chapter 108) create exposure for owners and general contractors alike. Preliminary notice requirements, lien waiver workflows, and bonding-off procedures are all part of a well-managed project.
Nevada mechanics' lien deadline: 90 days from completion of work for original contractors; 31 days for subcontractors and materialmen after completion of their work.
1031 Exchanges
A properly executed 1031 exchange defers capital gains tax on the sale of investment property by reinvesting proceeds into a like-kind replacement property. The rules are precise: you must identify replacement property within 45 days of the relinquished property sale and close within 180 days. The exchange must be structured through a qualified intermediary; proceeds cannot touch the exchanger's hands. We coordinate with QIs, escrow, and your tax advisor to ensure the transaction meets statutory requirements and the exchange survives IRS scrutiny.
Common structures: forward exchange (most common), reverse exchange (acquire replacement before selling relinquished), and improvement exchange (use exchange proceeds to construct improvements on replacement property).
Before You Close
Due Diligence
The due diligence period is your opportunity to discover what you are actually buying. A compressed or superficial review creates risk that lives with you long after the seller has moved on. Here is what a thorough process looks like.
Title Review
A preliminary title report discloses all recorded encumbrances on the property: deeds of trust, judgment liens, mechanic's liens, easements, CC&Rs, and property tax status. We review the report item by item, identify exceptions that are unacceptable to the buyer or lender, and negotiate with the seller to cure defects or obtain title insurance endorsements.
Critical items: outstanding deeds of trust that must be cleared at closing, undisclosed easements that affect intended use, tax delinquencies, and lis pendens indicating pending litigation affecting title.
Survey
An ALTA/NSPS land title survey shows the property's physical boundaries, improvements, encroachments, easements, and rights-of-way. Discrepancies between the legal description, the survey, and the physical property can affect value, financing, and intended use. We review the survey in conjunction with the title report to identify issues requiring resolution before closing.
Buyers financing through institutional lenders will typically be required to provide an ALTA survey. Costs range from $2,000-$10,000+ depending on property size and location.
Zoning & Land Use
We verify that the property's current and intended use complies with local zoning classifications, applicable use permits, and any recorded development agreements. Non-conforming uses (uses that were legal when established but do not conform to current zoning) can be lost through destruction, abandonment, or a change of use. Special use permits, variances, and development agreements may also run with the land and impose ongoing obligations.
Clark County and City of Las Vegas each maintain separate zoning codes. Confirm the governing jurisdiction and verify use permits, conditional approvals, and any covenants imposed by prior entitlement proceedings.
Environmental Review
Phase I Environmental Site Assessments (ESAs) identify recognized environmental conditions (RECs): evidence of past or present contamination. If a Phase I identifies RECs, a Phase II investigation involving soil and groundwater sampling may be warranted. CERCLA liability can attach to purchasers who acquire contaminated property, even without knowledge. The innocent landowner defense requires conducting "all appropriate inquiry" before acquisition.
Phase I ESAs must comply with ASTM E1527-21 to qualify for CERCLA innocent landowner protection. A Phase I typically costs $2,000-$5,000 and takes 2-3 weeks.
Lease Review
For income-producing properties, tenant leases are the core of the asset's value, and its risk profile. We review all leases for rent abatement rights, co-tenancy clauses, purchase options, rights of first refusal, assignment restrictions, and termination rights that could affect cash flow or the buyer's ability to take possession. Estoppel certificates from tenants confirm lease terms and that no defaults exist.
Never acquire an income property without estoppel certificates from material tenants. A tenant's failure to disclose a known landlord default in an estoppel can estop the tenant from asserting that default later.
Financial & Physical Review
We coordinate review of rent rolls, operating statements, property tax history, insurance claims, and capital expenditure records. Physical inspection by a qualified inspector or engineer identifies deferred maintenance and latent defects. In Nevada, sellers of commercial property are not subject to the same mandatory disclosure obligations as residential sellers, which makes independent investigation essential.
Request at least three years of operating statements, twelve months of utility bills, current rent roll with lease expirations, and any property condition assessments the seller has previously obtained.
State-Specific Considerations
Nevada Real Estate Law
Nevada has a number of real estate rules that diverge meaningfully from other states. Whether you are acquiring, leasing, developing, or managing property here, these are the provisions that matter.
Transfer Taxes
Nevada imposes a real property transfer tax at the rate of $1.95 per $500 of value (or fraction thereof) for Clark County transactions. The tax is typically split between buyer and seller by custom, though the parties are free to negotiate otherwise. Certain transfers are exempt: gifts, transfers between spouses, and transfers between entities and their owners under qualifying conditions. Transfers of controlling interests in entities that own Nevada real property are subject to tax as if the real property had been directly transferred.
Recording Requirements
Nevada follows a race-notice recording system: a subsequent purchaser who records first and takes without notice of a prior unrecorded interest prevails. All deeds, deeds of trust, and other instruments affecting title to Nevada real property should be recorded promptly with the county recorder in the county where the property is located. Deeds must be accompanied by a Declaration of Value form for transfer tax purposes.
Seller Disclosure Obligations
Nevada's seller disclosure requirements differ significantly between residential and commercial transactions. Sellers of residential property (1-4 units) must provide a Seller's Real Property Disclosure Form disclosing known material defects. Commercial sellers are not subject to the same statutory disclosure obligations, though common law fraud and misrepresentation claims still apply. Buyers of commercial property must conduct independent due diligence.
Landlord-Tenant Statutes
Nevada NRS Chapter 118A governs residential landlord-tenant relationships and is not freely waivable by contract. Key requirements: security deposits may not exceed three months' rent; landlords must return deposits (or provide an accounting of deductions) within 30 days of termination; notices to vacate for non-payment require a 7-day written notice. NRS Chapter 118C governs commercial tenancies and is more permissive: parties have greater freedom to contract on notice periods, remedies, and holdover terms.
HOA Law
Nevada has one of the most comprehensive bodies of HOA law in the country. NRS Chapter 116 (Common-Interest Communities) imposes substantial obligations on associations and owners. Nevada HOAs have super-priority lien rights under NRS 116.3116: a properly perfected HOA lien for nine months of unpaid assessments has priority over a first deed of trust. This is critical for buyers and lenders. We review HOA governing documents, resale certificates, and assessment delinquency status as part of residential acquisition due diligence.
Common Questions
FAQ
Can the buyer and seller use the same attorney?
No, or at minimum, not without serious conflict-of-interest concerns. A buyer and seller have directly adverse interests in a real estate transaction. An attorney cannot provide undivided loyalty to both. We represent one side. If the other party does not have counsel, we will advise our client accordingly, but we will not act as a neutral or attempt to represent both parties simultaneously.
What is a 1031 exchange and when does it make sense?
A 1031 exchange (named for Section 1031 of the Internal Revenue Code) allows an investor to defer capital gains tax on the sale of investment real property by reinvesting the proceeds into a like-kind replacement property. The rules are strict: 45 days to identify, 180 days to close, proceeds held by a qualified intermediary, and the replacement property must be of equal or greater value than the relinquished property. It makes sense when you have significant appreciation in an investment property and want to redeploy that capital without the drag of a large tax bill.
What does title insurance actually cover?
Title insurance protects against losses arising from defects in title that existed before the policy was issued but were not discovered during the title search: forged deeds, undisclosed heirs, fraud, errors in public records, and missing liens. It does not cover defects that arise after the policy date, physical conditions of the property, or matters disclosed in the title report that were accepted by the buyer. An owner's policy protects the buyer; a lender's policy protects only the lender. Both are typically obtained at closing.
What is earnest money and is it refundable?
Earnest money is a deposit paid by the buyer at contract execution to demonstrate serious intent. Whether it is refundable depends on the purchase agreement. Most contracts include contingency periods (for financing, due diligence, or title review) during which the buyer can terminate and recover the deposit. Once contingencies are removed and the buyer defaults, the seller is typically entitled to retain the earnest money as liquidated damages. The amount and refundability terms are negotiable and should be carefully drafted.
How long does a commercial real estate closing take?
A straightforward commercial acquisition typically closes in 30-60 days from a fully executed purchase agreement, assuming no material issues arise during due diligence. Complex transactions (larger properties, multiple tenants, environmental concerns, lender approval requirements, or 1031 exchange timing) can extend to 90-120 days or longer. We set realistic timelines at the outset and manage the due diligence and closing checklist to keep transactions on schedule.
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