An LLC resolution to sell real estate is a written record showing that the company’s members or managers voted to approve a specific property sale and authorized a named person to sign the deed and closing documents. Title companies ask for it before closing because it proves the signer has the power to bind the LLC, and without one the buyer’s title policy may carry exceptions or the sale may be challenged later as unauthorized. The document also protects members by creating a paper trail that the deal was approved under the company’s own rules.
Who Has Authority to Approve the Sale
Start with the operating agreement. It functions as a private contract among members and spells out who can approve major transactions, what vote is required, and whether any member can block the deal. If the agreement is silent on asset sales, state LLC statutes fill the gap. Most states follow a version of the Revised Uniform Limited Liability Company Act, which generally requires consent of all members to sell substantially all of the company’s assets outside the ordinary course of business.
Member-managed and manager-managed LLCs are handled differently. In a member-managed LLC, every owner takes part in the decision, and the resolution needs signatures or documented votes from the required percentage of members. In a manager-managed LLC, the designated manager may already hold authority to handle property transactions without polling every member, depending on what the operating agreement says. Title agents review these internal governance rules before insuring the transaction and tend to be cautious. If anything about the signer’s authority is ambiguous, expect the title company to ask for more documentation or a legal opinion.
Voting thresholds vary. Many operating agreements set a simple majority for ordinary business and require unanimous consent for a sale of the primary asset or substantially all of the company’s assets. One holdout can stall an otherwise agreed-upon deal, so confirm the threshold before you circulate anything for signatures.
Single-Member LLCs
If you are the sole member, the process is simpler but not optional. Title companies still want a written resolution from a single-member LLC because it confirms the entity, not just you personally, authorized the sale. You sign it in your capacity as the sole member and manager. Skipping this step can create title insurance exceptions or closing delays even though the substance feels redundant.
What to Include in the Resolution
Vague language invites questions and delays. A resolution that says “the manager is authorized to sell company property” is not enough. The more specific the document, the smoother the closing. At minimum, include:
- Legal description of the property. Pull it directly from the current deed, not from a tax bill or listing. The legal description uses metes and bounds or lot and block numbers from the county recorder’s office. A street address alone is not sufficient.
- The authorized signer’s full legal name as it appears on their government-issued identification.
- The agreed sale price and the full legal name of the buyer. If the buyer is an entity, include its legal name and state of formation.
- Scope of authority. Closing requires more than signing the deed. Settlement statements, affidavits, and transfer tax declarations all need signatures too. A broad grant such as “execute any and all documents necessary to complete the sale” prevents a scramble for a second resolution when unexpected paperwork surfaces at closing.
- Indemnification language protecting the authorized signer from personal liability for actions taken in good faith while carrying out the sale. This reassures the signer that another member’s later regrets won’t fall on them.
Errors in the property description or the signer’s name are the two most common problems title companies flag, and either one can force the LLC to adopt a new resolution and gather signatures again. Check both against the deed and the signer’s ID before you circulate anything.
Templates are easy to come by. Title companies often provide blank forms tailored to the transaction at no charge, and online legal document services sell them for roughly $50 to $150. Templates work for straightforward sales where the operating agreement clearly establishes the voting threshold and the signer’s authority. For sales involving member disputes, properties in multiple states, or unusual deal structures, pay an attorney to draft or review the document.
Build In 1031 Exchange Authority If That’s the Plan
If the LLC intends to defer capital gains tax through a like-kind exchange under Section 1031, the resolution should say so. The authorized signer will need power to engage a qualified intermediary, execute exchange agreements, and acquire replacement property. The exchange runs on tight deadlines: 45 days to identify a replacement property and 180 days to close on it.1Office of the Law Revision Counsel. 26 U.S. Code 1031 – Exchange of Real Property Held for Productive Use in a Trade or Business or for Investment Building this authority into the original resolution avoids a second member vote during the 45-day window.
How the Vote and Signing Work
The resolution doesn’t take effect until the required members or managers actually approve it. Members do not need to gather in a conference room. Most state LLC statutes and most operating agreements allow action by written consent, which lets members sign a consent document individually. That is standard practice for LLCs with owners in different cities or states.
If the operating agreement requires a meeting, the minutes should record who attended, the motion to approve the sale, the vote count, and the result. These minutes become part of the LLC’s permanent files. Once the vote passes, the authorized members or managers sign the resolution, and typically one member designated as secretary or record-keeper adds a certification swearing that the resolution was properly adopted in accordance with the operating agreement.
Electronic signatures are widely accepted for internal LLC documents. Some title companies and recording offices still prefer original ink signatures on documents headed for public records, so ask your title company early what they will accept.
What the Title Company Will Need at Closing
Send the signed resolution to the title company or the buyer’s attorney well before the closing date. Early submission gives the title examiner time to review it against the LLC’s operating agreement and articles of organization, which the title company will also request. Waiting until closing day to produce the resolution is a reliable way to delay the transaction.
Title companies typically require the resolution to be notarized. The notary verifies the signer’s identity and confirms they signed voluntarily. Notary fees for a single acknowledgment generally run between $5 and $25. Mobile notaries who travel to you charge more.
Certificate of Good Standing
Along with the resolution, most title companies require a Certificate of Good Standing, sometimes called a Certificate of Existence, from the state where the LLC was formed. This certificate confirms the LLC is properly registered, current on filings and fees, and has not been dissolved or suspended. If the LLC has been administratively dissolved for missing annual reports or unpaid fees, the title company will either add an exception to the title policy or refuse to insure the transaction. Members of a dissolved LLC can face personal liability for contractual obligations, and a dissolved LLC that still holds property creates a cloud on title that makes selling far harder.
Request the certificate from the Secretary of State’s office in the LLC’s state of formation and pay the required fee. Processing times vary, so order it early. If the LLC has fallen out of good standing, reinstatement is usually possible by filing overdue reports and paying back fees, but it takes time.
What Actually Gets Recorded
The resolution itself is not typically recorded with the county. The deed, transfer tax declarations, and any required affidavits become part of the public record. The resolution stays in the title company’s permanent file as internal documentation supporting the transaction’s validity. The title company will verify that the signature on the resolution matches the signature on the deed and other closing documents. Discrepancies between names or signatures can pause closing until the LLC provides clarification or a corrected resolution.
A Note on Apparent Authority
Even if someone at the LLC lacked actual authority to sell, a buyer who reasonably relied on that person’s apparent role may still have legal protections. Courts recognize apparent authority, which can bind an LLC to a sale if the company allowed a person to appear authorized and the buyer acted in good faith. That doctrine is a fallback for litigation, not a planning tool. The resolution exists so the question never has to be litigated.