Who Should sign a Contract on behalf of the Seller?

By David Parker

It seems like such an easy question. The Seller, of course. Perhaps that is why we often see a Contract signed by the ABC Corporation and those words are literally written on the signature line. But a person must sign on behalf of the Seller if it is a corporation, a limited liability company, a Trust or an Estate.

An entity such as a corporation, a limited liability company or an Estate or Trust may own the property, but an entity cannot sign documents. The entity or the Estate or Trust must have a person sign on its behalf, such as an officer, member, Personal Representative, or a Trustee.

Additionally, because of their special fiduciary duties or powers, Trustees and personal representatives cannot give a power of attorney to another individual to sign for them. In some rare cases, a Trust Agreement may allow for a Trustee to delegate their powers so that someone can sign on their behalf, but generally, a person named as a Trustee or Personal Representative must sign the Contract and related settlement documents.

It is also important that the Seller understands that if their property is owned by an entity or a Trust, then the attorneys at Village Settlements, an Atlantic Closing and Escrow Company, will need to see the formation documents. A list of the required documents can be found below, and it is important to understand that the findings of the review of the documents may lead to a request for additional documentation. Thus, it is always best to get the documents below to the settlement attorney as early as possible.

A quick summary of the required documents is set forth below:

Corporation:

• A copy of the recorded Articles of Incorporation
• A copy of the By-Laws
• A Certificate of Good Standing issued within a month of settlement.
• A Resolution issued by and signed by all of the members of the Board of Directors
• Authorizing the transaction
• Naming the officer, and his or her title, who will be signing at settlement.
• The corporation’s EIN (employer identification number/tax account number)

Limited Liability Company:

• A copy of the recorded Articles of Organization
• A copy of the Operating Agreement
• A Certificate of Good Standing issued within a month of settlement
• A Resolution/Consent issued by and signed by all of the members of the LLC
• Authorizing the transaction
• Naming the person, and his or her title, who will be signing at settlement
• The LLC’s EIN (employer identification number/tax account number)

Trust:

• We will need to review the Trust Agreement. Please be prepared to provide us with the entire Trust document so that we can verify, as needed:
• The name of the Trust
• The name of the trustee(s) and/or successor trustee(s)
• The powers and authority of the trustee and successor trustee, if necessary
• Procedures if a/the trustee has resigned, is incapacitated, or is deceased
• The tax account number utilized by the trust, if the Social Security Number is not used for trust tax filings.

Estate:

• Original Death Certificate with raised seal (this is typically the only document required if the living seller and the decedent were married and owned the property as tenants by the entirety at the time of death).
• Original Letters of Administration with raised seal
• Copy of the Will, if any
• Copy of Estate papers filed with the local Register of Wills office
• If the decedent was a resident of another State at the time of death, please contact our office for further instructions.

It is important to understand that these requirements can vary by State. The above summary is used by Village Settlements, an Atlantic Closing and Escrow Company, for our Maryland cases. Readers are urged to check with the Atlantic Closing and Escrow office working on their settlement to confirm whether other documents are required, given that Atlantic Closing and Escrow can handle settlements in all 50 States and the District of Columbia.

David Parker is an attorney and the Managing Director of Village Settlements-an Atlantic Closing and Escrow Company. His columns have appeared regularly in local newspapers, magazines, and newsletters. He is the co-author of the book, “Real Estate Practice in DC, Maryland and Virginia.” If you have a topic that you would like him to write about, he can be reached at