Entities and Required Documents
Limited Liability Companies
- Documents needed to review:
- Operating Agreement, possibly a Corporate Resolution and / or Unanimous Written Consent of Members
- Member managed
- All members make decisions and all members sign
- Manager managed
- Members nominate a manager and grant powers under Operating Agreement
- Manager or managing member may sign
- Best practice is to have all members sign, but if only one signs, need to make sure they have that authority under Operating Agreement
CORPORATIONS
- Documents needed to review:
- Bylaws, resolutions, and Incumbency Certificate.
- Authorized officer must sign (preferably the President for Business Corporations).
- An incumbency certificate (or certificate of incumbency) is an official document issued by a corporation or limited liability company (LLC) that lists the names of its current directors, officers, and, occasionally, key shareholders.
Partnerships
- Documents needed for review:
- Partnership Agreement or Limited Partnership Agreement
- General Partnerships
- All general or managing partners must sign.
- If we don’t have a copy of the partnership agreement all partners to sign
- Limited Partnership
- Only general partner will sign
- Limited Liability Partnership
- Only general partner will sign
TRUSTS
- Obtain a copy of trust / certificate of trust
- A certificate if trust is a legal document that can be used to certify both the existence of a Trust, as well as to prove a Trustee’s legal authority to act. It’s shorter than the actual Trust document, and it can offer pertinent information without making every aspect of the Trust public.
- Must give powers:
- To sell real estate at public or private sale
- (When borrowing) To Borrow funds and mortgage trust assets as security for repayment of funds borrowed.
- Conveyances to and from a trus
- Title must be held by the trustee
- Example: “John Doe, Trustee of the John Doe Revocable Living Trust dated April 7, 2020”
Denominational Churches
- Constitutions, By Laws and/or Canons (Local or National)
- Book of Discipline (Methodist)
- Resolution / Recent Minutes of Meeting
- Consent of Members / Congregation / Parishioners or National Organization
- Who may Sign
- Priest, Pastor, Elder, Trustee, Officer
- Bishop (Roman Catholic)
- Christian Denominations
- Episcopal
- Assembly of God
- Baptist
- Lutheran
- Methodist
- Presbyterian
- Roman Catholic
Non-Denominational Churches
- Treat like nonprofit corporations or unincorporated associations
- Articles of Incorporation
- By laws
- Resolutions / Incumbency Certificates
- Consents if required
Unincorporated Associations
- Documents needed to review for authority:
- Governing Agreement, Resolutions, and Statement of Authority ( 15 Pa.C.S . § 9116)
- Youth Sports Teams, PTO / PTA, Clubs, Churches
- 2013 Amendments permit UA to acquire, hold or transfer, in its name, an interest in real property.
- Governing Agreement Establishes the practices that govern the purpose or operation of the association and the rights and obligations of its members and managers
- List of Members, Managers and / or Board