Corporate Resolution (Real Estate) Template for the United States

A Corporate Resolution (Real Estate) is a formal document that records your corporation's board of directors' approval for real estate transactions. This legal instrument serves as official proof that your corporation has properly authorized specific real estate activities, ensuring compliance with corporate governance requirements and providing necessary documentation for third parties involved in the transaction.

When do you need this document?

You need a Corporate Resolution (Real Estate) whenever your corporation plans to buy, sell, lease, or mortgage real property. Financial institutions require this document before approving commercial loans or mortgages to verify that the person signing has proper authority. Title companies and escrow agents also demand corporate resolutions to ensure clear title transfer and proper authorization. Additionally, you'll need this resolution when refinancing existing corporate real estate, entering long-term lease agreements, or granting easements or other property rights to third parties.

Key legal considerations

The resolution must clearly identify the specific real estate transaction and define the scope of authority granted to corporate officers or representatives. It should specify any limitations on the authorized person's power, such as maximum purchase price, property location restrictions, or required additional approvals. The document must demonstrate that proper corporate procedures were followed, including adequate notice of the board meeting, establishment of quorum, and formal voting on the resolution. Pay careful attention to signature requirements, as some states mandate specific corporate officers sign real estate documents, while others allow broader delegation of authority through properly executed resolutions.

Legal requirements in United States

Corporate resolutions for real estate transactions must comply with your state's corporate law and your corporation's specific bylaws and articles of incorporation. Delaware corporations follow the Delaware General Corporation Law, which provides flexibility in corporate governance, while other states have varying requirements for board authorization and documentation. The resolution must be properly certified by your corporate secretary, who attests to the validity of the board action and the authority of designated signatories. Many states require the corporate seal to be affixed to real estate documents, making proper resolution documentation crucial for legal compliance. Additionally, publicly traded companies must consider Securities Exchange Commission regulations and disclosure requirements when the real estate transaction is material to the corporation's operations or financial position.