Ask Cynthia: Entities in Escrow

Nov 30, 2018 / Ask Cynthia

Question: 

Cynthia, I have a listing, and my seller owns the property in his Corporation. What do I need to get from my seller during escrow, to satisfy escrow and title?

Answer:

Please provide the required documents to escrow as early as possible during a transaction, to avoid delays at closing. If a buyer is in the process of forming an entity during the transaction, please let your Escrow Officer know right away. 

 

For a California CORPORATION please provide the following:

  1. Full Copy of By-Laws
  2. Copy of **Filed Articles of Incorporation
  3. Resolution to sell, purchase and/or borrow, specific to the transaction
  4. Certificate of Good Standing from Secretary of State (can be obtained by escrow)
  5. Signatures: Requires two (2) Corporate Officers: President or Vice-President, AND Secretary or Treasurer.  Less than two signatures (as in the case of a Corporation which is a sole proprietorship and one individual holds both President and Secretary positions), the Corporation Resolution should specify only one signature necessary.

For a California LIMITED LIABILITY COMPANY please provide the following:

  1. Full Copy of Signed Operating Agreement and all amendments
  2. Copy of **Filed Articles of Organization (can typically be obtained by escrow)
  3. Signatures:As specified in the Operating Agreement, must be signed by authorized Manager(s)

For a California GENERAL PARTNERSHIP please provide the following:

  1. Full Copy of Partnership Agreement and all amendments
  2. Copy of **Filed GP-1
  3. Signatures:Required Partners, as specified in the Partnership Agreement

For a California LIMITED PARTNERSHIP please provide the following:

  1. Full Copy of Partnership Agreement and all amendments
  2. Copy of **Filed LP-1
  3. Signatures:Required General Partners, as specified in the Partnership Agreement

For a TRUST please provide the following:

  1. Recent completed and notarized Certificate of Trust
  2. In cases where successor Trustee(s) are to sign, (as in the death or incapacity of Original Trustee(s) a Complete copy of the Trust Agreement including all amendments, additional documentation (such as an original certified copy of a death certificate of the original Trustee(s)) may also be required
  3. Signatures: Trustee(s) or Successor Trustee(s) as provided in the Trust Agreement

 

** List above is specifically for Entities formed in California, filing refers to the Office of the Secretary of State of California. Foreign Entities (those not formed in the State of California) may be subject to requirements for filing with the California Secretary of State.


If you have more questions, please don’t hesitate to call, we look forward to working with you!


Cynthia Moller
661.362.0400
cmoller@glenoaksescrow.com