Berliner Cohen represents the companies, investors, developers, lenders and landowners who buy, lease, finance and build on commercial property throughout Merced County. Our Merced office on West 21st Street handles office, retail, industrial, agricultural and mixed use matters from the letter of intent through closing and long after, when tenants, neighbors or public agencies raise new issues. A business that retains a Merced commercial real estate lawyer early in a transaction gains two advantages. Risks surface before money moves, and the documents reflect how local lenders, title companies and planning departments actually operate.
Demand for commercial space in Merced is rising with the population. The U.S. Census Bureau estimates the city of Merced reached 99,724 residents in July 2025, an increase of 11 percent since the 2020 census. UC Merced enrolled a record 9,647 students for fall 2026. That growth drives need for medical offices, logistics buildings along Highway 99, food processing facilities and retail near the campus corridor. It also produces more complex deals and more regulatory review, which is where experienced counsel earns its fee.
Commercial Property Acquisitions and Sales in Merced County
Every acquisition begins with a purchase agreement, and the purchase agreement sets the terms of every dispute that follows. Our attorneys draft and negotiate agreements that define the due diligence period, the conditions to closing, the representations each party makes and the remedies available if the other side fails to perform. We coordinate with brokers, escrow officers and lenders so the timeline in the contract matches the timeline the deal can realistically meet.
Due diligence on commercial property in Merced County goes well beyond a title report. We review preliminary title, recorded easements, ALTA surveys, existing leases, estoppel certificates, service contracts and zoning compliance. Environmental review deserves particular care on former agricultural, industrial and fuel sites. Federal law protects a buyer from certain cleanup liability only when the buyer completes All Appropriate Inquiries under EPA rules before acquiring the property, which usually means a Phase I environmental site assessment that meets the current ASTM standard.
Many commercial properties change hands through the sale of an LLC, partnership or corporation rather than a deed. Those transfers still carry property tax consequences. Under the California Board of Equalization Legal Entity Ownership Program, acquiring more than 50 percent of an entity that owns California real property is a change in control, and the property is reassessed to current market value. We structure entity acquisitions with that rule in view and make sure the required BOE filing happens on time.
Commercial Leasing for Landlords and Business Tenants
A commercial lease often governs a business location for five, ten or twenty years, so small drafting choices carry large financial effects. We represent property owners leasing retail centers, office buildings and industrial space, and we represent businesses leasing the facilities they operate from. Our lease work covers base rent and escalations, common area maintenance charges, triple net cost allocations, tenant improvement allowances, assignment and subletting rights, personal guaranties, subordination and attornment agreements, and exit provisions.
California imposes specific obligations on commercial landlords. Civil Code Section 1938 requires every commercial lease to state whether the premises have been inspected by a Certified Access Specialist, and it controls how the parties allocate the cost of correcting accessibility violations. Since January 1, 2025, Senate Bill 1103 has added protections for qualified commercial tenants, a category that includes microenterprises, restaurants with fewer than 10 employees and nonprofits with fewer than 20 employees. Landlords leasing to these tenants must give 90 days notice of rent increases above 10 percent on month to month and short term tenancies, allocate building operating costs proportionately and provide supporting documentation on request. Merced landlords with small business tenants should confirm that their lease forms and billing practices comply.
Agricultural Land, Water and Williamson Act Property
Agriculture remains the foundation of the Merced County economy, and farmland transactions involve issues that ordinary commercial deals never touch. Many agricultural parcels in Merced County are enrolled under the California Land Conservation Act, commonly called the Williamson Act. An enrolled parcel receives lower property tax assessments in exchange for a commitment to agricultural use, and that commitment runs with the land to the next owner. Nonrenewal takes nine years to phase out, and early cancellation requires public findings and a cancellation fee. Buyers who plan to develop, subdivide or change the use of enrolled land need a clear exit strategy before signing.
Water supply now drives farmland value as much as soil quality. The Sustainable Groundwater Management Act requires local agencies to bring overdrafted basins into balance, and the Department of Water Resources approved the Merced Subbasin groundwater sustainability plan in March 2023. Pumping allocations, recharge obligations and district fees can change the economics of an orchard or dairy acquisition. We review district records, well documentation and surface water entitlements so our clients understand what water actually comes with the land.
Development, Land Use and Entitlements
Developers and business owners planning new construction in Merced must work through city or county zoning, subdivision rules, design review and environmental review under the California Environmental Quality Act. Our land use and municipal law practice advises on general plan consistency, conditional use permits, development agreements, impact fees and CEQA strategy. Because our municipal law attorneys also advise public agencies, our private clients benefit from a practical understanding of how staff and elected officials evaluate a project.
Infrastructure plans are reshaping where commercial growth will occur. The California High-Speed Rail Authority is building a 171-mile initial segment between Merced and Bakersfield, and its 2026 business plan proposes relocating the Merced station from downtown to a site near East Mission Avenue and Highway 99, a change that still requires legislative approval. Investors evaluating land near either location should track that decision closely because it will influence traffic patterns, zoning and values for decades.
Financing, Exchanges and Ownership Structures
Most commercial acquisitions depend on financing, and loan documents deserve the same scrutiny as the purchase agreement. We represent borrowers and lenders in acquisition loans, construction loans and refinancing, and we negotiate guaranties, reserve requirements, prepayment terms and recourse carve outs. Owner operated businesses in Merced frequently use the SBA 504 loan program, which provides long term fixed rate financing of up to $5.5 million for buildings, land and major equipment. We coordinate with the certified development company and the senior lender so the closing documents align.
Investors selling appreciated property often defer capital gains tax through a like kind exchange. The IRS rules for like kind exchanges of real estate require identification of replacement property within 45 days and completion of the purchase within 180 days, and since 2018 the benefit has applied only to real property. We work with qualified intermediaries and tax advisors to protect the exchange and to choose the right holding structure, whether an LLC, a limited partnership or a tenancy in common arrangement.
Commercial Property Disputes and Litigation
Transactions and disputes are connected, and the lawyers who draft commercial documents understand how those documents will be read in court. Our real estate litigation attorneys represent owners, investors and businesses in Merced County Superior Court and throughout California in purchase agreement breaches, failed closings, lease defaults, unlawful detainer actions against commercial tenants, easement and boundary conflicts, partition actions between co-owners and construction defect claims. Many disputes resolve faster and at lower cost through negotiation, and our mediation and arbitration practice gives clients a path to resolution that protects business relationships where possible.
Why Businesses Choose Berliner Cohen in Merced
Berliner Cohen serves Merced County clients from its office at 548 West 21st Street, with additional offices in Mariposa, Modesto and San Jose. Berliner Cohen has practiced law in California for more than five decades. The firm was founded in San Jose and serves clients throughout Northern and Central California.
Our lawyers are active members of many local and state legal associations, such as the Santa Clara County Bar Association, the Silicon Valley Bar Association, the Stanislaus County Bar Association, the California Lawyers Association, and others. You can see Berliner Cohen's LinkedIn page, Bloomberg profile, and our profiles on Trust Analytica, US News Best Law Firms, and BCG Attorney Search.
We handle ADA law, business and real estate litigation, corporate law, estate planning, hospitality law, labor and employment law, land use and municipal law, real estate, tax law, and white-collar crime defense. The company also helps businesses settle their differences through mediation. Please call our offices to get in touch with Berliner Cohen lawyers regarding your legal needs:
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San Jose Law Firm at 408.286.5800
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Modesto Law Firm at 209.576.011
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Merced Law Firm at 209.385.0700
Frequently Asked Questions
When should a business involve commercial real estate counsel during a purchase?
The best time is before the letter of intent is signed. Letters of intent often set the price, deposit, due diligence period and closing date, and those terms become difficult to change once the parties begin drafting. A Merced commercial real estate attorney can shape the key business terms early, identify title or zoning concerns and make sure the purchase agreement protects the buyer’s ability to walk away if investigations reveal problems.
What due diligence matters most for commercial property in Merced County?
Title, survey, zoning, environmental condition and existing leases are the core items for most commercial properties. Agricultural and rural parcels add water rights, groundwater allocations, Williamson Act status and access easements. Industrial and former fuel sites call for a Phase I environmental assessment at minimum. Buyers should also confirm that the intended use is permitted under current zoning and that any required permits can be transferred or reissued after closing.
Does buying an LLC that owns Merced property trigger a property tax reassessment?
It can. Under California law, when one person or entity acquires more than 50 percent of the ownership interest in a legal entity that owns real property, the property is reassessed to current market value. Cumulative transfers of original co-owner interests can also trigger reassessment. The acquiring party must report the change to the Board of Equalization within 90 days, and missing that filing can result in penalties.
What does SB 1103 require from commercial landlords in Merced?
SB 1103 took effect on January 1, 2025, and protects qualified commercial tenants, meaning microenterprises, restaurants with fewer than 10 employees and nonprofits with fewer than 20 employees that provide the required written notice. Landlords must give longer notice of rent increases and terminations on shorter tenancies, allocate operating costs proportionately and provide cost documentation on request. The law also requires translated lease documents when negotiations occur in certain languages.
Must a California commercial lease address accessibility inspections?
Yes. Civil Code Section 1938 requires every commercial lease to state whether the property has been inspected by a Certified Access Specialist. If an inspection occurred, the landlord must provide the report or certificate to the tenant, and if no inspection occurred, the lease must include specific statutory language. The lease should also allocate responsibility for correcting any accessibility violations so that neither party faces an unexpected repair bill.
How does a Williamson Act contract affect the sale of farmland?
A Williamson Act contract binds the buyer to the same agricultural use restrictions the seller accepted, in exchange for reduced property taxes. Ending the contract through nonrenewal takes nine years, and early cancellation requires findings by the county and payment of a significant cancellation fee. Buyers who intend to develop or subdivide should evaluate these limits before committing to a purchase price that assumes a different use.
Can a business use an SBA 504 loan to buy its own building in Merced?
Yes, if the business occupies the property and meets SBA eligibility standards. The 504 program generally combines a senior bank loan, a loan from a certified development company and a borrower contribution, with the SBA portion reaching as high as $5.5 million. The program cannot fund speculative or passive rental investment property, so the business must occupy the building rather than hold it only for rental income.
How does a 1031 exchange work for commercial property?
A 1031 exchange allows an investor to defer capital gains tax by selling business or investment real property and reinvesting the proceeds in other qualifying real property. The seller must identify replacement property within 45 days of closing and complete the purchase within 180 days. A qualified intermediary must hold the sale proceeds, because receiving the funds directly can disqualify the exchange and make the gain taxable.
What should a business look for when choosing commercial real estate counsel in Merced?
Look for attorneys who regularly close commercial transactions in Merced County and understand local planning departments, title companies and lenders. A Merced commercial real estate law firm should also offer litigation, tax and land use depth so that a single team can follow a property from acquisition through development and any later dispute. Direct access to experienced partners, rather than delegation to junior staff, matters on time sensitive deals.
Does Berliner Cohen handle commercial property disputes as well as transactions?
Yes. Our real estate litigation team represents owners, investors, landlords and business tenants in purchase agreement disputes, lease defaults, partition actions, easement conflicts and construction claims. Because the same firm often drafted the underlying documents, a Merced commercial real estate lawyer at Berliner Cohen can assess a dispute quickly and recommend whether negotiation, mediation or litigation offers the most efficient path to resolution.
This article is not intended to and does not constitute legal advice or a solicitation for the formation of an attorney-client relationship. Anyone with questions about this topic should consult an attorney.