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 ask for this document during the due diligence process to confirm the sale has proper corporate authorization. You will also use it when refinancing corporate real estate, since lenders must verify that officers signing loan documents have authority to bind the corporation.

What does a corporate resolution to sell real estate include?

A complete resolution usually covers the following elements:

• A detailed legal description of the property being sold, matching exactly what appears on the deed
• The names and titles of the officers or agents authorized to sign sale documents, execute the deed, and handle closing
• The sale price or pricing parameters, and whether representatives may negotiate the purchase terms or must follow board directives
• Any conditions of the sale, such as buyer financing or inspection contingencies
• Whether the authority extends to related actions like executing mortgages, signing closing statements, or handling escrow
• The meeting or written-consent date on which the board adopted the resolution, along with the resolution number where your corporation tracks them sequentially
• The corporate secretary's certification that the resolution was properly adopted and remains in effect

Because the resolution creates binding corporate obligations, the board should consider all implications before adopting it.

How the board adopts the resolution

The board can adopt this resolution in a scheduled meeting or by unanimous written consent. When it happens in a meeting, the corporate secretary records the decision in the minutes, capturing who was present, how each director voted, and the exact resolution text. Those meeting minutes become part of the corporate record and support the secretary's later certification. Whether adopted at a professional board session or through written consent among individual directors, the key is a clear, dated record that the authorization occurred.

Legal requirements in the United States

Corporate real estate sales must comply with both state corporation laws and local property-transfer rules. Most states expect the resolution to be adopted at a properly noticed board meeting with a quorum present, though many allow written consent in place of a meeting. The corporate secretary certifies the resolution, attesting that it was adopted correctly and is still in force. State corporation laws differ on whether shareholders must approve a real estate sale, particularly where the property represents a significant portion of corporate assets. Some states set specific language, formatting, or recording rules for certain property transactions, and your bylaws or articles of incorporation may add further limits on real estate transaction authority.

How does an LLC resolution to sell real estate differ?

An LLC uses a similar document, often called an LLC resolution or member/manager resolution, to authorize a property sale. The core purpose is the same: to show that the business approved the sale and named who can sign. The difference is that a corporation acts through its board of directors, while an LLC acts through its members or managers as set out in the operating agreement. If your business is an LLC rather than a corporation, adapt the approving body and signing authority accordingly.

Related documents

Selling corporate real estate often goes hand in hand with granting formal signing power. A corporate resolution granting signing authority can confirm which officer may execute the deed and closing paperwork. Once the sale is authorized, a real estate purchase agreement sets out the terms of the transaction itself.