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Corporate Resolution to Purchase Real Estate

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RESOLUTION TO PURCHASE REAL ESTATE

LLC

(hereinafter, the “Company")

WHEREAS, additional facilities are needed for the operations of the Company, and

WHEREAS, it is in the best interests of the Company to own rather than rent said premises,

It is hereby RESOLVED, that the Company purchase the property addressed as follows:

and as further set forth in a purchase and sales agreement attached hereto as Exhibit A.

, Member

, Member

, Member

CERTIFICATE

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records of LLC, a Company duly formed pursuant to the laws of the state of and that the foregoing is a true record of a Resolution duly adopted at a meeting of the day of , 20 and that said meeting was held in accordance with state law and the Operating Agreement of the above-named Company, and that said Resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary of the above-named Company, this day of , 20

Signature

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What a Corporate Resolution to Purchase Real Estate Is

A Corporate Resolution to Purchase Real Estate is a formal written record adopted by a corporation’s board of directors that authorizes the entity to buy a specified property, identifies the approving persons, and delegates authority to complete the transaction. It documents corporate approval for title companies, lenders, and county recorders, and typically states purchase price, closing agent, and which officers may sign closing documents and conveyances. The resolution is an internal corporate act but is commonly requested at closing to demonstrate corporate power and protect corporate officers.

Why this Resolution Matters for a Real Estate Purchase

A clear resolution establishes corporate authority, prevents post-closing challenges, and satisfies title and financing requirements; it reduces closing delays and supports accurate recording.

Why this Resolution Matters for a Real Estate Purchase

Who prepares and relies on this document

Typical preparers and users include corporate counsel, corporate secretaries, real estate attorneys, title officers, and lenders who need evidence of board authorization before closing.

  • Board members or corporate secretary complete and certify the resolution for the record.
  • Title companies request the resolution to clear title and issue owner’s or lender’s policies.
  • Lenders and underwriters use the resolution to confirm borrowing and collateral authority.

Other stakeholders—escrow officers, closing attorneys, and county recorders—rely on the resolution to confirm that the corporation had authority to transact at the relevant time.

Quick step-by-step to adopt and use the resolution

Follow these sequential actions to create, approve, and present a corporate resolution that will be accepted at closing.

  • 01
    Draft Resolution: Prepare concise text with property, price, and authority.
  • 02
    Board Approval: Hold a meeting or written consent; record votes or unanimous consent.
  • 03
    Certification: Have the corporate secretary certify the resolution with a dated signature.
  • 04
    Deliver to Closing: Provide certified copy to the title company, lender, or closing agent.

Essential components to include in a professional resolution

A complete resolution anticipates questions from title and lending parties and makes the closing efficient by explicitly delegating authority and describing the transaction.

Opening recital

State the meeting or written consent basis, cite the bylaws or charter authority, and reference the quorum or unanimous written consent used to approve the action.

Property details

Provide the full legal description or parcel ID plus street address so the resolution unambiguously identifies the asset being purchased.

Authority granted

Specify which officer(s) are authorized to sign the purchase contract, deed, mortgage, escrow instructions, and related documents on behalf of the corporation.

Purchase terms

Summarize price, deposit, escrow holder, closing date, and any special contingencies the board approved to avoid later disputes.

Limitation and ratification

Include any monetary or time limits on authority and a clause ratifying prior acts taken consistent with board authority to date.

Certification clause

Have the corporate secretary certify the resolution, include date and signature block, and note whether an original or certified copy is being delivered.

Required information commonly requested

Entity Name: Full legal name
Formation State: State of incorporation
Board Action: Meeting or written consent
Authorized Signers: Names and titles
Property ID: Address and legal description
Certification: Secretary signature/date

How to set up an online completion workflow

Configure your digital workflow so the board can approve, certify, and deliver a signed resolution securely and auditable for closing.

Field Configuration
Approval Type Allow written consent or meeting minutes upload
Signer Roles Assign board, secretary, and closing officer roles
Authentication Use email plus SMS or stronger identity checks
Audit Trail Capture timestamps, IPs, and signed PDFs

Digital signing and file-format considerations

Choose a platform that supports common formats and provides strong audit trails to meet title and lender requirements.

  • Supported formats: PDF, DOCX, and fillable forms
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, or advanced options

Where to send the certified resolution during closing

Routing the certified resolution properly avoids recording delays: deliver to title, lender, and place an official copy in corporate records.

  • Title Company: Provide certified copy for title commitment
  • Lender: Supply evidence of corporate authority for loan docs
  • Closing Agent: Include with escrow instructions at closing
  • Corporate Records: Retain original certified resolution in minute book

Timing and deadlines to watch before and after closing

Key dates affect authority and recording; ensure board approval precedes contract execution and that certified copies are available at closing.

Board Approval Timing:

Approve before executing purchase contract

Closing Date:

Match resolution authority to closing date

Recording Window:

Record deed per county timing requirements

Document Retention:

Keep certified copies per retention rules

Tax Filings:

Report related tax events on schedule

Authentication steps for notarization and witness handling

If a closing or county requires notarized or witnessed documents, follow these authentication steps to ensure acceptance.

01

Prepare originals

Have original certified resolution available for notarization

02

Notary Acknowledgement

Notary signs and affixes seal as required

03

Witnesses

Add witnesses only where state or county requires

04

RON use

Use RON only where state permits remote notarization

05

Record audio/video

Comply with RON retention requirements if used

06

Verify ID

Require government ID for each signer

07

Attach minutes

Include board minutes or written consent as backup

08

Deliver to recorder

Submit notarized documents per county instructions

Consequences of an incorrect or incomplete resolution

Recording Rejection: County rejects deed or requires correction
Title Exceptions: Title policy issues delay closing
Loan Delay: Lender refuses to fund without proof
Personal Liability: Officers risk personal liability if authority lacking
Tax Impacts: Incorrect filings may trigger withholding
Increased Costs: More fees for re-documentation and legal work

Common mistakes to avoid

  • Using an unofficial or unsigned copy at closing causes rejection or delay.
  • Mismatched corporate names or suffixes between documents create title exceptions.
  • Authorizing the wrong officer or exceeding approved monetary limits invites lender refusal.
  • Failing to retain certified minutes or written consents leaves unresolved proof of authority.

Real-world scenarios where a corporate resolution is required

Two brief examples show typical uses and the documentation parties request at closing.

Optica Ventures — Closing

Board approved purchase by written consent

  • Title company requested certified resolution
  • The certified secretary’s signature cleared the title commitment and allowed timely funding.

Martin Properties — Lender Requirement

Board passed resolution authorizing mortgage and signing officers

  • Lender required explicit officer limits
  • Providing the certified resolution enabled loan funding and recording without delay.

eSignature vendor comparison for document signing and workflow

Comparison of representative starting prices and common feature availability; signNow is listed first per vendor ordering guidelines.

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 Yes, 7-day No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/yr Varies by plan Varies by plan Varies by plan

FAQs about Corporate Resolutions to Purchase Real Estate

Common questions and concise answers about authority, notarization, electronic use, and recordkeeping for corporate resolutions.


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