Corporate Resolution To Sell (Real Estate) Template for the United States

A Corporate Resolution To Sell (Real Estate) is a formal document that records your corporation's board decision to sell real property. This resolution serves as official proof that your board of directors has properly authorized the sale, meeting legal requirements under United States corporate law. Without this document, buyers, title companies, and lenders may refuse to proceed with your transaction, as they need verification that the sale has been properly approved through your corporate governance structure.

When do you need this document?

You need this resolution whenever your corporation plans to sell any real estate it owns. This includes selling your corporate headquarters, investment properties, vacant land, or any other real property held in the corporation's name. Title companies and buyers' attorneys typically require this document during the due diligence process to ensure the sale has proper corporate authorization. Additionally, you'll need this resolution when refinancing corporate real estate, as lenders must verify that officers signing loan documents have proper authority to bind the corporation.

Key legal considerations

The resolution must include specific elements to be legally effective. First, it must contain a detailed legal description of the property being sold, matching exactly what appears on the deed. The document must identify which officers or agents have authority to sign sale documents, execute deeds, and handle closing procedures on behalf of the corporation. Important clauses should address the sale price or pricing parameters, any conditions of sale, and whether the authorized representatives can negotiate terms or must follow specific board directives. The resolution should also specify whether it covers related actions like executing mortgages, signing closing statements, or handling escrow arrangements. Be aware that this document creates binding corporate obligations, so ensure your board has properly considered all implications before adoption.

Legal requirements in United States

Under United States law, corporate real estate sales must comply with both state corporation laws and local property transfer requirements. Most states require that corporate resolutions be adopted at properly noticed board meetings with adequate quorum present, though some allow written consent in lieu of meetings. The resolution must be certified by your corporate secretary, who attests that it was properly adopted and remains in effect. State corporation laws vary regarding whether shareholders must approve real estate sales, particularly if the property represents a significant portion of corporate assets. Some states require specific language or formatting for corporate resolutions, while others mandate recording or filing requirements for certain types of property transactions. Additionally, ensure compliance with any restrictions in your corporate bylaws or articles of incorporation that may limit real estate transaction authority.