Prior to insuring a conveyance of real property by deed from a corporation, it is necessary to verify that the corporation legally exists and is in good standing; that the corporate bylaws and/or corporate resolution authorizes the conveyance of corporate-owned real property; and that the persons executing the deed on behalf of the corporation have been authorized to do so.
The deed should reflect the name of the corporation as it appears on the certificate/articles of incorporation, as well as the state of incorporation – e.g., ABC Corporation, a Tennessee corporation – in the body of the instrument as well as above the signature of the officer(s) signing on behalf of the corporation. In addition, the title(s) of the officer(s) executing the instrument should be noted in the signature areas as well as the acknowledgment section section and, if required, the corporate seal should be properly affixed.
State laws governing the proper execution of corporate deeds should be reviewed and followed. The CEO, President, and Vice-President are typically recognized, statutorily, as those authorized to execute deeds, mortgages, and other instruments. If a corporate officer – other than those recognized by statute – executes the deed on behalf of the corporation, a certified copy of the corporate resolution authorizing such person (by name and/or title) must be obtained and reviewed prior to insuring the transaction.
Generally, a corporate deed executed under corporate conveyancing statutes will require the signature of the authorized officer of the corporation as well as affixation of the corporate seal, which may be by seal imprint or handwritten or typed scroll or seal. Some states may also require attestation by the secretary of the corporation. Alternately, some states may authorize execution of corporate deeds under general conveyancing statutes, which negates the need for corporate seal and attestation by the corporate secretary but may necessitate attestation by (two) witnesses.
Note: Since any corporation operates and conducts business under the supervision and direction of the corporation’s Board of Directors, any conveyance or transfer of corporate property must be authorized and supported by express action of the Board of Directors. Any such conveyance should be authorized by a written resolution of the Board of Directors which specifically authorizes the corporate action and authorizes the individuals or officers of the corporation to execute the document for and on behalf of the corporation. Unless required by state law or directed by underwriting counsel, it is not necessary to record the corporate resolution. The resolution should be kept in the agent's file.
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