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Real Estate Purchase Resolution

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REAL ESTATE PURCHASE RESOLUTION

This Real Estate Purchase Resolution (the "Resolution") is adopted on this day of , , by and between Purchaser Name: , a Corporation LLC Partnership Individual; and Seller Name: , a Corporation LLC Partnership Individual.

RECITALS

WHEREAS, Seller owns or has the right to convey certain real property and improvements described below (the "Property"), and Seller is willing to sell the Property to Purchaser on the terms and conditions set forth herein; and

WHEREAS, Purchaser has conducted or will conduct such inspections, title inquiries and investigations as Purchaser deems necessary to satisfy Purchaser's conditions for acquisition and Purchaser desires the authority to enter into and perform a Purchase and Sale Agreement substantially on the terms set forth in this Resolution; and

WHEREAS, the parties desire by this Resolution to set forth the material terms of the acquisition, to authorize execution of definitive documents, and to confirm the authority of designated representatives to take actions necessary to effectuate the transaction.

PROPERTY

TERMS OF PURCHASE

1. Purchase Price. The total purchase price for the Property shall be $ (the "Purchase Price"), payable as follows: earnest money, balance at closing, and adjustments as provided below.

2. Earnest Money. Purchaser shall deposit earnest money in the amount of $ with Escrow Agent upon execution of the Purchase and Sale Agreement. Such earnest money shall be applied to the Purchase Price at closing in accordance with the Purchase and Sale Agreement.

3. Closing Date. The anticipated closing date shall be , (the "Closing Date"), subject to satisfaction or waiver of conditions precedent set forth herein.

4. Title; Conveyance. At Closing, Seller shall convey marketable title to the Property by general warranty deed (or other mutually acceptable instrument), free and clear of liens and encumbrances except those which Purchaser has expressly agreed to accept, and subject to standard permitted exceptions to be agreed in the Purchase and Sale Agreement.

DUE DILIGENCE AND CONTINGENCIES

5. Contingencies. The obligations of Purchaser under the Purchase and Sale Agreement shall be conditioned upon the following (check all that apply):
Financing contingency Inspection contingency Environmental review contingency

Completion or waiver of contingencies shall occur no later than .

CLOSING AND ESCROW

6. Allocation of Closing Costs. Unless otherwise agreed in the Purchase and Sale Agreement, customary closing costs, recording fees, and transfer taxes shall be allocated between Purchaser and Seller in accordance with market practice and the Purchase and Sale Agreement. Purchaser shall pay any lender fees and underwriting costs related to Purchaser's financing.

REPRESENTATIONS, WARRANTIES, AND INDEMNITIES

7. Seller Representations and Warranties. Seller represents and warrants to Purchaser that, to Seller's knowledge as of the date of the Purchase and Sale Agreement, Seller has good and marketable title to the Property, there are no material violations of applicable law affecting the Property, and Seller has full authority to sell the Property. Seller shall deliver to Purchaser customary certificates and estoppel instruments at Closing.

8. Purchaser Representations and Warranties. Purchaser represents that it has the requisite corporate or organizational power and authority to enter into this Resolution and to perform its obligations under the Purchase and Sale Agreement, subject to any approvals expressly set forth herein.

9. Indemnification. From and after the Closing, each party shall indemnify, defend and hold the other harmless from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from that party's breach of its representations, warranties or covenants contained in the Purchase and Sale Agreement, except to the extent such losses are attributable to the other party's negligent or willful misconduct.

CONDITIONS PRECEDENT

10. Conditions Precedent. The obligations of Purchaser to close shall be subject to the satisfaction or waiver of customary conditions precedent, including but not limited to: (a) delivery of good and marketable title subject only to permitted exceptions; (b) absence of material adverse change to the Property; (c) receipt of any required third-party consents; and (d) approval of surveys, title commitments and zoning compliance by Purchaser.

NOTICES

11. Notices. All notices, demands or communications required or permitted under this Resolution shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above, or to such other address as either party shall designate by written notice to the other.

MISCELLANEOUS

12. Governing Law. This Resolution and any Purchase and Sale Agreement entered into pursuant hereto shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles.

13. Entire Agreement. This Resolution, together with the definitive Purchase and Sale Agreement and related documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

14. Severability. If any provision of this Resolution is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

15. Amendments; Waiver. No amendment, modification or waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of future enforcement of that or any other provision.

16. Counterparts. This Resolution may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, PDF or electronic signatures shall be deemed originals for all purposes.

RESOLUTION AND AUTHORIZATION

17. Resolution. The undersigned hereby resolve and adopt that Purchaser is authorized to execute, deliver and perform a Purchase and Sale Agreement and all related instruments necessary to consummate the acquisition of the Property on the terms and conditions set forth in this Resolution, and to take such further actions as may be necessary or desirable to effectuate the purposes of this Resolution.

Purchaser:

By:

Date:

Seller:

By:

Date:

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What a Real Estate Purchase Resolution Is

The Real Estate Purchase Resolution is a formal written authorization adopted by a governing body—such as a corporate board, homeowners association, or partnership—to approve and authorize acquisition of specified real property on defined terms. It records key transaction parameters including purchase price, authorized signatories, funding sources, contingencies, closing deadlines, and escrow instructions. The resolution creates internal governance evidence that the entity approved the purchase and identifies who may execute contracts, deeds, and closing documents. It is used alongside purchase agreements, title documents, and financing paperwork to establish organizational authority for the acquisition.

Why This Resolution Matters for Closing

A Real Estate Purchase Resolution documents corporate or organizational approval, reduces signing disputes, and clarifies who may bind the entity in closing. It supports title and escrow requirements, demonstrates internal compliance with bylaws, and helps lenders and counterparties verify authority.

Why This Resolution Matters for Closing

Who Prepares and Relies on a Purchase Resolution

Typical users and stakeholders who prepare or rely on a Real Estate Purchase Resolution include organizational decision-makers and transaction participants.

  • Corporate boards authorizing acquisitions and appointing officers to sign closing documents.
  • Homeowners associations approving community property purchases or investments for management or capital projects.
  • Partnerships, LLCs, and trusts documenting authority to acquire and encumber real estate.

Use the resolution to provide clear audit evidence and to reduce title or lender challenges during closing.

Core Sections to Include in the Resolution

Essential sections to include in a Real Estate Purchase Resolution to ensure enforceability, show internal approval, and facilitate an efficient closing process.

Authorization

Record formal approval by the governing body, cite meeting or written consent authority, and state the motion, vote result, and effective date to create clear organizational authorization.

Property Description

Include full legal description or attach the metes-and-bounds or assessor parcel number; specify street address and any included easements or exclusions to avoid ambiguity at closing.

Purchase Price

State the purchase price, allocation of deposits, payment terms, escrow instructions, and any authorized price adjustments or appraisal contingencies to guide settlement. Include authorized maximum variance and approval path for increases.

Authorized Signers

Identify individuals empowered to sign purchase agreements, deeds, escrow paperwork, and closing statements; list titles and any signature limits or countersignature requirements. Include sample signature block formats and notarization notes where required.

Conditions and Contingencies

List inspections, financing conditions, title review deadlines, and seller obligations; specify cure periods, termination rights, and notice procedures for unmet contingencies. Include timeline triggers and extension mechanics.

Recordkeeping

Direct the custodian of the executed resolution, require storage of originals and certified copies, and note retention period and access rights for auditors or successors.

Step-by-Step: Preparing and Executing the Resolution

Follow these steps to prepare, approve, and execute a Real Estate Purchase Resolution for an entity.

  • 01
    Draft: Assemble transaction terms, attach exhibits, and draft resolution language.
  • 02
    Approve: Hold meeting or unanimous written consent; record vote result.
  • 03
    Authorize: Specify who may sign and any monetary limits.
  • 04
    Execute: Sign, notarize if required, and deliver to title/escrow.

Recommended Digital Workflow Settings

Recommended digital workflow settings to prepare, route, and sign a Real Estate Purchase Resolution online.

Field Configuration
Template Name Use standardized template with attachments for legal description and exhibits.
Signer Order Set signer sequence: board then buyer then seller then escrow.
Authentication Email link or SMS code; consider knowledge-based authentication for high-value deals.
Attachments Include purchase agreement, legal description, title report, and survey if available.

Where to Deliver the Executed Resolution

Typical routing steps for delivering the executed resolution and related closing documents to internal and external recipients.

  • Title Company: Provide executed resolution to title for closing and recordation.
  • Escrow Agent: Deliver original and certified copies with escrow instructions.
  • Lender: Send for loan approval, disbursement conditions, and underwriting.
  • Corporate Records: File in minute book or electronic corporate record system.

Distribution Methods and Platform Considerations

Use platforms supporting PDF, DOCX, and mobile signing; ensure integration with title or CRM systems.

  • File Formats: PDF, DOCX, and HTML supported
  • Integrations: Salesforce, NetSuite, Microsoft 365, Box integration
  • Authentication: Email, SMS codes, or KBA options

Common Preparation Mistakes to Avoid

  • Failing to document board approval leads to title rejections or lender delays when organizational authority is not evidenced at closing.
  • Using vague property descriptions or omitting parcel numbers creates ambiguity and can delay or void recording of the deed.
  • Not specifying signer limits or countersignature requirements risks unauthorized commitments and disputes over contract validity.
  • Skipping notarization or failing to follow state witness rules can invalidate the instrument for recording in some counties.

Practical Risks and Consequences of Errors

Recordation Failure: Deed may not record; title issues
Lender Delay: Mortgage funds withheld; closing postponed
Contract Voidable: Counterparty may rescind agreement
Fiduciary Liability: Directors may face breach claims
Tax Reporting Risk: Incorrect filings trigger penalties
Notary Noncompliance: Recording denied; legal disputes

Required Information to Include in the Resolution

Buyer Name: Full legal name as on ID
Seller Name: Full legal entity or individual name
Property Description: Assessor parcel number or legal description
Purchase Price: Exact $ amount and currency
Authorized Signer: Name, title, and signature authority
Effective Date: Enter as MM/DD/YYYY format

Key Deadlines and Timing Considerations

Common deadlines and timing considerations for a Real Estate Purchase Resolution and related closing schedule.

Approval and Record Date:

Date the governing body approved and recorded the resolution

Deposit and Escrow Deadline:

Deadline for submitting earnest money to escrow holder

Inspection Contingency Period End:

Final date to complete inspections and request repairs

Financing Contingency Cutoff Date:

Date financing must be approved or transaction may terminate

Closing and Recording Date:

Scheduled closing date and subsequent deed recording timeline

Milestone Timeline from Approval to Recording

Sequential milestones from board approval to recording that guide the purchase transaction and closing workflow.

01

Board Approval

Pass resolution and record corporate action in minutes.

02

Deposit and Escrow

Deposit earnest money and provide escrow instructions.

03

Financing and Title

Complete lender conditions and secure clean title report.

04

Closing and Recording

Execute deeds, fund purchase, and record instruments.

eSignature Vendor Pricing Snapshot for Real Estate Documents

Comparison of common eSignature vendor pricing and features relevant when processing a Real Estate Purchase Resolution.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions

Answers to common questions about using, signing, and validating a Real Estate Purchase Resolution, including electronic signatures and notarization considerations.


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