Corporations, Foreign

Corporations, Foreign: Overview

Prior to insuring a transaction involving a foreign corporation (i.e., a corporation formed in a state other than the state where the subject property is located), the corporation should obtain a Certificate of Authority for a foreign corporation varies according to state law. Check with your Agents National Title Underwriting counsel for the requirements in your state. Basically, the above holds true for corporations incorporated in foreign countries (a.k.a., “alien” corporation). If the corporation does not have Certificate of Authority to transact business in the state where the subject property is located, verification of corporate status must be obtained from the place of incorporation and a copy of such verification must be recorded in the official records of the county in which the subject property is located. In addition, a certified copy of the articles of incorporation, charter, and /or bylaws must also be recorded as proof that the corporation has the authority to engage in the proposed transaction and that those executing documents on behalf of the corporation are authorized to do so. If document(s) is/are in a foreign language, an English translation must be made and filed of record. 


Generally speaking, once a foreign corporation obtains a Certificate of Authority to transact business in a specific state, it will hold the same power and ruled under the same regulations as domestic corporations in such state with respect to real property transactions. However, a dissolved foreign corporation in the process of selling its real property holdings in another state will fall under the laws of the state in which the property is located with respect to disposition of such property.