Before you close on a commercial property in North or South Carolina, make sure your legal due diligence is rock solid. Developers across the Carolinas face increasingly complex challenges—from zoning inconsistencies to hidden environmental liabilities. Whether you’re acquiring land for a ground-up build or repositioning an existing asset, the right legal strategy upfront can protect your timeline, your budget, and your long-term ROI.

Here’s a streamlined legal checklist designed specifically for developers operating in NC and SC. This is by no means and exhaustive list as each property and the intended use vary what should be focused on, but rather a general guideline.

1. Title and Survey Review

Before anything else, confirm that the seller has clear, marketable and insurable title. Watch for:

  • Easements that may limit development (e.g., utility lines, shared driveways, access easements, water sewer easements, etc.)
  • Encroachments on neighboring parcels
  • Setback violations. Setbacks can be established by deed restrictions or by zoning, make sure you comply with the more restrictive.
  • Deed restrictions that may impact use or density
  • Access issues, particularly in rural or undeveloped tracts

Pro Tip: Always pair title work with an updated ALTA survey to catch hidden issues early.

2. Zoning and Land Use Compliance

Check that the property is zoned appropriately for your intended use—and that your plans won’t require a costly or time-consuming rezoning process (or plan for it within the Purchase Agreement).

  • Review municipal zoning maps and ordinances
  • Confirm use by right vs. conditional/special use
  • Identify setback, height, and parking requirements
  • Evaluate nearby properties for potential opposition

In NC and SC, zoning interpretations can vary widely by municipality. Engage local counsel or civil engineer to confirm what’s possible before you go under contract.

3. Environmental Assessments

Environmental risks can delay development—or worse, expose you to liability for past contamination.

  • Order a Phase I Environmental Site Assessment (ESA)
  • If needed, follow up with a Phase II ESA or vapor intrusion testing
  • Check state records for brownfield eligibility or existing cleanups

Note: Both states offer liability protection programs (e.g., NC’s Brownfields Program) if you meet certain pre-purchase requirements.

4. Utility and Infrastructure Availability

Make sure your project can be served efficiently by:

  • Water and sewer lines
  • Stormwater infrastructure
  • Electric and gas
  • Fiber or telecom access

Request utility letters and confirm capacity for your intended use. If extensions or upgrades are needed, factor those into your budget and timeline.

5. Permitting and Entitlements

Even if zoning checks out, many projects require separate permits:

  • Site plan approval
  • Subdivision or lot recombination
  • Stormwater and erosion control
  • DOT access permits (for projects near state highways)

Start early—some jurisdictions in NC and SC have backlogs that can add months to your project. You will want this contemplated in your purchase agreement.

6. Existing Lease and Tenant Review (for Income-Producing Properties)

If you’re buying a property with tenants in place:

  • Review all existing leases, amendments, and rent rolls
  • Analyze termination clauses and renewal options
  • Request estoppel certificates from tenants
  • Identify any delinquencies or disputes
  • Verify Assignment clauses

This ensures you’re not inheriting hidden liabilities or overestimating future income.

7. Entity Formation and Contract Structure

Choose the right legal entity (LLC, LP, etc.) to acquire and hold the asset—ideally one that protects your personal liability and fits your investment strategy.

Also, ensure the purchase and sale agreement (PSA) includes:

  • A clearly defined due diligence period
  • A mechanism for termination or extension
  • Representations and warranties from the seller
  • Indemnification provisions

Protect Your Investment Before You Break Ground

For developers in North and South Carolina, legal due diligence is more than a formality—it’s the foundation of a successful project. A single missed issue can delay entitlements, trigger unexpected costs, or invite legal disputes long after closing.

Disclaimer:
This blog post is for informational purposes only and is not intended to provide legal advice. Reading this content does not create an attorney-client relationship between you and [Your Firm Name]. You should not act or rely on any information contained herein

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