News and Ideas for
Real Estate and Mortgage Professionals

January 2016

Welcome to this month's edition of the McManamy McLeod Heller, LLC monthly newsletter. Each month we share important information for the serious real estate professional. You can rely on MMH to update you on current changes in real estate law that will impact your business and to offer you practical ideas on how to provide your clients with the best customer service in town.

Required Documentation for Business Entities
When Buying or Selling Real Property

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A Question of Authority. As part of closing, the closing attorney must verify the company's existence, the authorization of the company to conduct the transaction, and the authority of the individual representing the company to act on its behalf. There may be times when a party's authority to enter into a contract based on the corporate documents is questionable. When you are asked about a person's Corporate/LLC authority, one or more of the documents listed below will contain the information necessary in order to complete the closing.

Corporation Checklist:

1. Proof of Existence and Good Standing: Check with the Secretary of State ("SOS") of the state of incorporation prior to putting the name on the purchase and sale contract to verify that the company is active (not dissolved) and up-to-date with its annual registration (referred to as "in compliance" or "in good standing"). If not "in compliance," a company should file its annual registration and any back fees due to the SOS.

2. Documents - Common Documents Related to Authority

a. Articles of Incorporation - declaration of formation. Found on SOS website.
b. Bylaws - structure and rules of operation. Not on SOS website. This should be obtained from the person representing the Corporation.

c. Certificate of Corporate Resolution - statement, usually sworn to before a notary public, containing resolutions authorizing transaction (i.e., the purchase, the loan, the sale and loan to the purchaser) and authorizing the execution of documents by a particular officer or officers (can name the officer or just their title).

d. Certificate of Incumbency - statement, usually sworn to before a notary public, identifying an individual or individuals holding office with the corporation.

LLC Checklist:

1. Proof of Existence and Good Standing. (Same as for Corporation)

2. Documents - Common Documents Related to Authority

a. Articles of Organization - Found on SOS website.

b. Operating Agreement - structure and rules of operation. Not on SOS website. This document generally holds the key to authority of the individual acting on behalf of the LLC. Generally you will find actions require one or more "Members," or a "Managing Member," or an officer, all of which should be identified in the Operating Agreement.

c. Resolution - statement, usually sworn to before a notary public, containing resolutions authorizing transaction (i.e., the purchase, the loan, the sale and loan to the purchaser) and authorizing the execution of documents by a particular person.

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MMH Has 3 Locations to Serve Your Needs

Buckhead Location:

3520 Piedmont Road NE, Suite 110

Atlanta, Georgia 30305

Phone: 404-442-6600

Fax: 770-351-0940

Midtown Location:

621 North Ave NE Suite C100

Atlanta, Georgia 30308

Phone: 404-502-3334

Fax: 1-866-898-1099

Alpharetta Location:
5780 Windward Parkway Suite 225
Alpharetta, Georgia 30005
Phone 770-781-3000
Fax: 888-998-7373

Thank you for taking the time to read our newsletter.

Next month we will discuss the latest 2016 changes to the GAR Real Estate forms.

We would love your input on topics for future issues. Please send your suggestions to info@mmhfirm.com.

Sincerely,
Patrick McManamy
Bren McLeod
Kati Heller