To transfer or sell real estate in Massachusetts a corporation must be in good standing with the Secretary of the Commonwealth and the deed must be signed by either the president or a vice president and the treasurer.
To determine whether a corporation is in good standing (i.e., whether the corporation has paid its annual filing fees with the state) go to the Secretary of Commonwealth’s website. Enter the corporation’s name. When the “Business Entity Summary” appears click on “View filings”. If the corporation is in good standing, there will be an “Annual Report” for each year that it has been in existence.
Sometimes a buyer’s attorney will ask the corporate seller to provide a certificate of good standing from the Secretary of the Commonwealth. Because a corporation’s status can be verified using the Secretary’s website, it is no longer necessary to provide such a document.
Authority to sell real estate is held by the president or a vice president and treasurer acting together. Most deeds are signed by the corporation’s president and treasurer. This may be, and often is, one and the same person. A less common method of signing is to have the corporation hold a meeting and cast a vote authorizing someone other than a corporate office to sign real estate documents.
For more information on corporate transfers see REBA Title Standard No. 11. See also REBA Title Standard No. 17 regarding Massachusetts’ corporate tax liens.
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