What is a Corporate Resolution To Sell (Real Estate)?
A Corporate Resolution To Sell (Real Estate) is essential when a corporation needs to document its authority to sell real property. This document is required by most U.S. title companies and buyers' attorneys to verify that the sale has been properly authorized under corporate governance requirements. The resolution must comply with state-specific corporate laws and typically includes the property description, sale authorization, designated representatives, and certification by corporate officers. It protects both the corporation and potential buyers by creating a clear record of the corporate decision-making process.
About the Corporate Resolution To Sell (Real Estate)
An LLC resolution to sell real estate records a company's decision to sell real property and names who may sign for it. For an LLC, the members or managers adopt it under the operating agreement; for a corporation, the board of directors adopts it. The document is proof that the sale was approved through the entity's governance, which is what buyers, title companies, and lenders check before they proceed. Without it, a closing can stall because no one can confirm that the person signing the deed has authority to bind the business.
When do you need an LLC resolution to sell real estate?
You need this resolution whenever a business plans to sell any real property it owns, including its headquarters, an investment property, vacant land, a family home held in the entity's name, or any parcel registered to the entity. Title companies and buyers' attorneys ask for it during due diligence to confirm the sale has proper authorization. It is equally important when refinancing, since a lender must verify that the officer or manager signing the loan documents has authority to act. Keeping the signed resolution with the company's records protects the transaction if anyone later questions who approved it.
What does a resolution to sell real estate include?
A complete resolution usually covers the following:
- A legal description of the property being sold, matching exactly what appears on the deed
- The names and titles of the officers, managers, or agents authorized to sign the sale documents, execute the deed, and handle closing
- The sale price or pricing parameters, and whether representatives may negotiate the terms or must follow the approving body's directions
- Any conditions of the sale, such as buyer financing or an inspection contingency
- Whether the authority extends to related actions like executing a mortgage, signing the closing statement, or handling escrow
- The meeting or written-consent date on which the resolution was adopted, plus the resolution number where the business tracks them in sequence
- The secretary's or authorized officer's certification that the resolution was properly adopted and remains in effect
Because the resolution creates binding obligations for the business, the approving body should consider the terms and how they protect the company's interests before adopting it. Those terms carry over into the purchase contract, so the resolution and the sale agreement should name the same authorized signer.
How is the resolution adopted?
The approving body can adopt this resolution at a scheduled meeting or by unanimous written consent. When it happens in a meeting, the secretary records the decision in the minutes, capturing who was present, how each vote was cast, and the exact text. Those minutes become part of the company's records and support the later certification. For an LLC, the operating agreement sets whether members or managers approve and what vote is required. Whether the decision is made in a session or by written consent, the point is a clear, dated record of the action taken. Where members are spread across locations, an email vote or electronic written consent can serve the same purpose if the operating agreement permits it, so the decision to sell is documented consistently.
How does an LLC resolution to sell real estate differ from a corporate one?
An LLC uses a very similar document, often called an LLC resolution or a member or manager resolution, to authorize a property sale. The purpose is identical: to show that the business approved the sale and to name who may sign. The difference is the approving body. A corporation acts through its board of directors, while an LLC acts through its members or managers as set out in the operating agreement, so the signature block, the vote threshold, and the certification language change accordingly. The table below summarizes the practical differences.
| Element | Corporation | LLC |
|---|---|---|
| Governing document | Bylaws and articles of incorporation | Operating agreement and articles of organization |
| Who approves the sale | Board of directors (shareholders may also be required for major asset sales) | Members or managers, depending on management structure |
| How approval is recorded | Board meeting minutes or written consent | Members' or managers' meeting minutes or written consent |
| Who certifies | Corporate secretary | Authorized member, manager, or secretary |
If the business is an LLC rather than a corporation, adapt the approving body and signing authority to match the operating agreement.
Do you need to file or record the resolution?
The resolution itself is usually kept in the company's internal files rather than submitted to the state. What gets recorded at the county recorder's office is the deed and, in some states, evidence of the signer's authority. Title companies commonly ask for a certified copy of the resolution to place in the closing file as proof of proper authorization. A few states have specific formatting rules for certain property transfers, and transfer taxes and recording fees apply at closing. Keeping a signed, dated copy on file also feeds into the entity's annual reporting and general recordkeeping, so the approval can be verified later without reconstructing it. If a title company or affiliate needs to confirm authority, a clear, dated document resolves the question quickly.
Legal requirements in the United States
A property sale by a business must comply with state entity law and local property-transfer rules. Most states expect a corporation's resolution to be adopted at a properly noticed board meeting with a quorum, though many allow written consent instead. For an LLC, the operating agreement controls the approval process. The certifying officer attests that the resolution was adopted correctly and is still in force. State laws differ on whether members or shareholders must also approve a sale, particularly where the property is a significant share of the business's assets, so check the governing documents before you sign.
How to draft an LLC resolution to sell real estate
Drafting this document is straightforward with the right starting point. Open the template, enter the LLC's name and the property's legal description, name the members or managers who approve the sale, and identify the authorized signer for the deed and closing. Set the price or pricing parameters, add any conditions, and date the member or manager vote or written consent. The resolution is then ready for signature and for the title company's closing file. Using a drafted form rather than writing from scratch keeps the certification language and signature block consistent with what buyers and lenders expect.
Related documents and resources
Authorizing a sale often goes hand in hand with granting formal signing power. A corporate resolution granting signing authority can confirm which officer or manager may execute the deed and closing paperwork. You can browse related governance forms under our board resolution templates. Once the sale is authorized, a real estate purchase agreement sets out the terms of the transaction itself.
Governing law
Applicable law
This Corporate Resolution To Sell (Real Estate) is drafted to comply with United States law. Key legislation includes:
These laws shape who can approve a property sale, how it is signed, and how it is recorded. State rules vary, so the approving body, whether a board or an LLC's members and managers, should confirm them for the property's location.
