Selling a Small Lot...

[JusticeSeekr]

Jurisdiction

Pennsylvania

I am selling a small parcel of land under my LLC. I am the sole signatory of the LLC. The buyer and I have already signed an agreement of sale. Prior to signing, I provided a requested 'certificate of corporation.' However, now the title company is requesting...

· Transaction Specific Corporate Resolution – must state who is authorized to sign the deed
· Good Standing Cert
· Articles of Incorporation
· EIN

I can understand the EIN, but the other documents seem a bit overkill. I don't even possess all of these documents and have never had to produce them for anything before. Furthermore, they are not requested in the agreement of sale.

Can someone tell me if all of these documents are legally required by the title company to close this transaction? Thank you.

 

[adjusterjack]

They don't have to be "legally" required to be required by the title company. If you don't like the title company's requirements, use another title company.

I don't even possess all of these documents

Why not? Whatever you filed with the state when you formed your LLC you should have copies of.

EIN

For an LLC that would be your social security number.

 

[JusticeSeekr]

Thanks for your reply.

They don't have to be "legally" required to be required by the title company. If you don't like the title company's requirements, use another title company.

It's the buyer's title company. He's actually the one paying them.

Why not? Whatever you filed with the state when you formed your LLC you should have copies of.

It was done through legal zoom and I only requested the 'basic' certificate of corporation

For an LLC that would be your social security number.

I have an EIN which I need to open a bank account under a fictitious name.

 

[adjusterjack]

It's the buyer's title company. He's actually the one paying them.

Then I suggest you talk to the escrow officer assigned to the account and find out why they want what they want, what you have, and what alternatives there are. It might just be that someone there is uneducated about LLCs.

LLCs are NOT corporations, they don't have certificates of corporation, or anything else with the word corporation in it.

I have an EIN which I need to open a bank account under a fictitious name.

That's the trouble with LLCs. They can get more complicated than they are worth and they don't do for you what you think they do.

Why anybody would need an LLC to own a small lot is beyond me. I had 3 rentals for 20 years and never had an LLC.

 

[JusticeSeekr]

Then I suggest you talk to the escrow officer assigned to the account and find out why they want what they want, what you have, and what alternatives there are. It might just be that someone there is uneducated about LLCs.

LLCs are NOT corporations, they don't have certificates of corporation, or anything else with the word corporation in it.



That's the trouble with LLCs. They can get more complicated than they are worth and they don't do for you what you think they do.

Why anybody would need an LLC to own a small lot is beyond me. I had 3 rentals for 20 years and never had an LLC.

The lot isn't the only property owned.

Are these documents required in the case of a single signatory of an "Inc."

· Transaction Specific Corporate Resolution – must state who is authorized to sign the deed
· Good Standing Cert
· Articles of Incorporation
· EIN

Just wondering for future reference.

 

[adjusterjack]

Those documents are apparently required by the title company handling this transaction. That's all that counts.

What is required in the future with other properties owned by the LLC is up to whatever title company handles those transactions.

The lot isn't the only property owned.

I owned three rental properties and never had an LLC.

By the way, if you ever want to borrow against those properties, you'll have LLC trouble with lenders, too.

You do what you want to do, but you might consider having the LLC deed all the properties back to you and dump the LLC.

 

[army judge]

Everything my wife and I own (and earn) is deposited into a family trust.
The trust pays us.
The trust annually gifts our children, myself, and my spouse.
The trust also donates to our selected charities.
A trust is a most effective vehicle and shelter for all of our needs.

 

[zddoodah]

Can someone tell me if all of these documents are legally required by the title company to close this transaction?

I don't understand the question. Presumably the "title company" is a company that is going to issue a policy of title insurance to the buyer. Correct? In any event, it's certainly legal for the title company to ask. You can refuse, but refusing may result in the transaction falling through. The documents requested are simple to obtain for anyone who knows what he/she is doing as an LLC owner.

I don't even possess all of these documents

Why not? Whatever you filed with the state when you formed your LLC you should have copies of.

The OP should have articles of incorporation (for an LLC, they're typically called articles of organization) in his/her possession for the reason stated. There'd be no reason to have the other two (especially since the first document mentioned would have to be specifically created for this transaction), but they're simple to create/obtain.

It was done through legal zoom and I only requested the 'basic' certificate of corporation

Hard to believe you could form an LLC without filing articles of organization. However, if you half-assed the process, then you might have bigger problems.

Are these documents required in the case of a single signatory of an "Inc."

Apparently they're required by your buyer's title company. The resolution is required to be sure you (the individual) are authorized to engage in this transaction on the LLC's behalf. The articles and certificate of good standing are to prove the LLC is properly formed and in good standing.

If you don't understand these sorts of basic things, I strongly encourage you to consult with a local attorney to review things and advise you.