The price per acre is rarely the number that determines whether a California development site works. A parcel can look attractive on a spreadsheet, then lose months or years to a discretionary approval process, environmental review, mapping requirements, or restrictions buried in recorded documents. Those costs often become visible after the purchase agreement is signed, when contingency deadlines are already moving.
Since 2014, we’ve advised Silicon Valley and Bay Area businesses and investors on transactions where the legal path to development matters as much as the negotiated land price. For anyone evaluating a potential acquisition, the central question isn’t simply whether the parcel can be purchased. It’s whether the intended project can move through the applicable entitlement process on a timeline that supports the business plan.
Confirm What the Property Is Actually Zoned to Allow
Zoning is the starting point, but it isn’t the entire answer. A parcel’s zoning designation, the local general plan, and the agency with authority over the site collectively shape the uses, density, height, setbacks, access requirements, and other development limits that may apply.
Identify the Correct Planning Agency
The first practical step is confirming who regulates the parcel. Land in an incorporated city is governed by that city’s planning department, while Santa Clara County’s Department of Planning and Development regulates development, permitting, and zoning only in unincorporated areas. That distinction matters throughout Silicon Valley and the Bay Area, where a property may sit near a city boundary but fall under a different zoning code, general plan, and application process. A seller’s description of the parcel or a listing’s claim that land is development-ready isn’t a substitute for reviewing the governing rules with the correct jurisdiction.
Check General Plan Consistency
A general plan is a local government’s long-range policy document covering land use, circulation, housing, conservation, and growth. A project that conflicts with the site’s land use designation may require a general plan amendment or rezoning, either of which adds uncertainty, public process, and time before construction can begin. Developers should compare the proposed use against both the zoning ordinance and the general plan designation, because a zoning district may appear to permit a use while the project’s scale, density, building height, circulation plan, or subdivision design still raises a consistency issue.
Understand Discretionary Versus Ministerial Approval
The difference between discretionary and ministerial approval determines the project’s regulatory path. A ministerial approval applies fixed standards without the agency exercising meaningful judgment about whether to approve the project. A discretionary approval allows the agency to evaluate the project, impose conditions, require changes, or deny it outright.
This distinction matters because the California Environmental Quality Act (CEQA) generally applies when a public agency has discretionary approval authority. CEQA requires agencies to evaluate and disclose significant environmental effects before approving many discretionary projects. Before committing to land, we recommend confirming not only what approvals are needed, but whether they’re ministerial or discretionary.
Budget for the CEQA Timeline, Not Just the Purchase Price
For a project requiring discretionary approval, the CEQA track can be a major driver of carrying costs, financing decisions, consultant expenses, and construction scheduling. Its duration depends on the project’s location, potential impacts, public comments received, and the level of environmental analysis required. A developer should ask early which CEQA path the jurisdiction believes may apply. That conversation doesn’t replace a formal agency determination, but it can reveal whether the project is likely to face a limited review or a multi-year environmental process.
Exemptions
Some projects qualify for a statutory or categorical exemption from CEQA, which can move comparatively quickly, sometimes in weeks, though actual timing depends on the agency’s process and whether anyone challenges the determination. Since June 30, 2025, Assembly Bill 130 has provided a statutory exemption for qualifying infill housing projects under Public Resources Code section 21080.66. For projects that meet the statute’s requirements, the exemption removes the Environmental Impact Report, negative declaration, and public comment requirements. Eligibility depends on the particular project and site and should be analyzed before it’s treated as part of the acquisition timeline.
Negative Declarations & Mitigated Negative Declarations
A negative declaration is used when an agency finds that a project won’t have significant environmental effects. A Mitigated Negative Declaration (MND) is used when identified impacts can be reduced to a less-than-significant level through specific mitigation measures. Either path commonly takes several months because it involves environmental analysis, public notice, and an opportunity for public review and comment. Once adopted, the mitigation measures can become conditions that affect project design, construction practices, monitoring obligations, and cost.
Environmental Impact Reports
An Environmental Impact Report (EIR) is the most extensive CEQA review document. It evaluates potentially significant environmental impacts, considers alternatives, identifies mitigation measures, and involves formal public review, often taking 12 to 24 months, and longer for more complex projects. A site that appears inexpensive can become costly to hold if its approval path requires an EIR, particularly where the project also needs rezoning, a general plan amendment, or substantial infrastructure work.
Verify Title, Boundaries, & Lot Configuration Before Removing Contingencies
Land has physical limits and legal limits. The boundaries visible on a map, a fence line, or a marketing brochure may not match the rights and restrictions that appear in the public record or a current survey.
Review the Title Report & Encumbrances
A preliminary title report identifies the recorded interests affecting the parcel: easements, covenants, liens, access rights, utility rights, restrictions on use, and other encumbrances. Reviewing title early can reveal whether a planned building footprint conflicts with an access easement, whether the parcel lacks adequate legal access, or whether recorded restrictions limit the intended use. The title report should be read alongside the proposed site plan, not treated as a closing document to review at the end of the transaction.
Obtain a Current Survey
A current land survey identifies the parcel’s boundaries, improvements, visible encroachments, and other conditions relevant to development. It can expose issues such as a neighboring fence over the line, a driveway crossing the property, or an improvement located within a setback or easement area. Survey findings can affect design, lender requirements, title coverage, and negotiations with the seller, and are particularly important where the property’s value depends on a narrow buildable area, a planned access point, or an anticipated lot split.
Match the Lot Plan to the Subdivision Map Act
The Subdivision Map Act governs most divisions of land in California. A developer planning to divide one parcel into five or more lots generally faces the full tentative map and final map process. A division into four or fewer lots can qualify for the shorter parcel map process, subject to the facts and local requirements. The map process affects the development schedule long before individual lots are sold or built on, and may involve conditions related to roads, drainage, utilities, dedications, public improvements, and local subdivision rules. The proposed lot configuration should be part of acquisition due diligence, not a question deferred until after closing.
Structure the Purchase Agreement & Buying Entity Before You Sign
The purchase agreement is where diligence becomes a practical right rather than a general intention. A well-defined contingency period gives the buyer time to evaluate title, zoning, environmental information, survey results, financing issues, and the feasibility of required entitlements.
Treat the Contingency Removal Date as the Real Deadline
The contingency removal deadline, not the closing date, is often the true point of no return. Once that period expires without the required written notice of termination or extension, the buyer is generally deemed to have waived the applicable contingencies and accepted the property’s condition. Dates, notice requirements, extension rights, and contingency scope should be drafted with the actual due diligence plan in mind.
Key items to address during the contingency period:
- Land Use Review: Confirm permitted uses, general plan consistency, required approvals, and the likely entitlement path.
- Environmental Review: Evaluate the potential CEQA track and consider whether a Phase I Environmental Site Assessment is appropriate.
- Title and Survey Review: Identify easements, encroachments, access concerns, and restrictions that could alter the development plan.
- Subdivision Analysis: Determine whether the intended lot division triggers a parcel map or tentative and final map process.
- Financing Coordination: Align diligence deadlines with lender requirements, appraisals, and project underwriting.
Choose the Right Purchase Entity
The entity named as buyer affects liability exposure, ownership rights, governance, and financing options. Buying land individually, through a limited liability company, or through a joint venture entity can produce very different legal and business consequences once the project moves from acquisition into entitlement, construction, leasing, or sale.
A limited liability company can separate the property and project obligations from an individual owner’s other assets, provided the entity is properly formed and operated. A joint venture can define capital contributions, decision-making authority, profit allocation, exit rights, and responsibilities among development partners. Lenders may also impose their own requirements for borrower structure and guarantees. Entity planning belongs before signing because the buyer identified in the contract, the assignment provisions, and the financing structure need to work together. Changing the acquisition vehicle late in the deal can create avoidable consent, documentation, or closing issues.
Make the Go-or-No-Go Decision Before the Clock Runs Out
Before removing contingencies, the buyer should have a grounded view of the controlling jurisdiction, zoning and general plan fit, likely CEQA path, title restrictions, survey conditions, subdivision requirements, and the entity that will own the site. In California, the most consequential date in a land purchase is often the contingency removal deadline. By that point, the buyer should know which assumptions have been confirmed, which risks can be managed through revised terms or project design, and which risks make the acquisition unsuitable.
At Strategy Law, LLP, we assist entrepreneurs, companies, and investors with real estate transactions and business structuring throughout Silicon Valley and the Greater Bay Area. We offer virtual consultations and bilingual support in English and Spanish. To discuss a proposed land acquisition, contact us at (408) 478-4104.