8 Tips for Verifying a Corporate Officer’s Legal Authority img

8 Tips for Verifying a Corporate Officer’s Legal Authority

calender icon 6/14/2022    poster icon  Mark Goodman

When dealing with commercial real estate transactions involving legal entities, it’s important to understand an agent’s actual, implied, and apparent authority to enter into transactions on behalf of a business entity. It’s also important to verify that an agent actually has legal authority. In this article, we are going to offer up a few tips for verifying a corporate officer’s legal authority in a commercial title transaction.

8 Items to Review

In order to determine if an officer has corporate legal authority to convey a piece of real property on behalf of a corporation, it’s important to review the following documents:  

  • Certificate of Good Standing from Secretary of State;
  • Certified copies of the articles of incorporation and any amendments;
  • Corporate director and shareholder minutes, bylaws, and stock transfer bylaws records;
  • Organizational Minutes;
  • Corporate resolutions approving action of the officer by the board of directors;
  • Certificate of Incumbency of officer signed by the corporate secretary {The document attests that the persons listed are actually officers of the corporation and are authorized to sign};
  • Opinion from the corporation’s attorney;
  • Affidavit of a corporate officer.

If all of these documents are in order and list the corporate officer in question as having legal authority, then everything should proceed normally.

Commercial Title Company in Minneapolis, MN

For decades, Commercial Partners Title Company has been facilitating commercial title transactions of all types. Let our team of title closers, escrow agents, and underwriters help you though the details of your next commercial title transaction. Reach out to us today to learn more about the full extent of our services and see how we can help you with your next commercial transaction. Our primary offices are located in Minneapolis, but we work with clients throughout the United States.