When insuring transactions by a corporation, you generally must verify the good standing of the corporation (in state of domicile), authority of the corporation (stockholders’ approval may be required if the transaction involves the sale of the principal asset of the corporation), and whether the transaction appears bona fide and arms length.
See the topic Governmental Entities, Authority of for specific exceptions relating to governmental, municipal and public benefit corporations.
Authority of Corporation
The Company requires for its review a copy of the articles of incorporation and bylaws, a satisfactory resolution of the Board of Directors authorizing the proposed transaction, Shareholders Resolution where applicable, and a Good Standing Certificate evidencing that the corporation is in good standing in the state of its incorporation. At the time the Company is furnished these items, the Company may make additional requirement or exceptions.
Comment: You should always verify the authority and good standing of the corporation. If the transfer or mortgage involves the principal asset of the corporation, also verify the shareholder approval.
Corporate Charter Has Been Forfeited – Require
The corporate charter of ____________________ has been forfeited or administratively dissolved. The Company requires that the charter be reinstated and that the Company be furnished satisfactory evidence of good standing. At the time the Company is furnished these items, the Company may make additional requirements or exceptions.
Comment: Many states impose a time limit to reinstate the charter. Even if the state has no time limit, do not rely upon a reinstatement after 5 years without the Company’s approval.
Corporate Restructure (Merger, Consolidation, e
The Company requires satisfactory proof of any consolidation, merger, or amendment of name of the corporation shown as vested with title. At the time the Company is furnished this item, the Company may make additional requirements or exceptions.
Comment: Require satisfactory documents that evidence any consolidation, merger, or name change. You also may call the Secretary of State in the corporation’s domicile and secure this evidence.
See Underwriting Manual
Alien (Non-American) Corporation Authority
The Company requires satisfactory evidence of the authority of the corporation to sell/mortgage the land, including: (i) A properly authenticated Certificate of Incorporation, along with a Resolution of the managing directors (in English) authorizing the conveyance/mortgage to be insured and authorizing a managing director to execute the deed/mortgage, is required, (ii) if the deed/ mortgage is to be executed by an attorney-in-fact, then a duly executed Power of Attorney in form for recording must be produced and recorded with proof from the managing directors stating the said Power of Attorney is valid and binding and duly authorized, and (iii) a Certificate of Good Standing (in English).
Comment: Make these requirements when insuring on a sale or mortgage by an alien (typically offshore) corporation.
See Underwriting Manual
Corporation was Dissolved
The Company has been informed that the corporate owner was dissolved. The Company requires satisfactory recordable evidence of the names of the stockholders, a satisfactory deed from the stockholders individually and on behalf of the corporation, and satisfactory evidence that there are no outstanding debts or taxes of the corporation. At that time, the Company may make additional requirements or exceptions.
Comment: Sometimes a corporation is voluntarily dissolved. If so, Articles of Dissolution typically will reflect the intended successors in ownership. In the absence of a deed pursuant to the dissolution, also require joinder of the shareholders. Sometimes, the charter is forfeited involuntarily and you must then also be concerned with outstanding taxes, creditors of the corporation, and proof of stockholders. If there were outstanding creditors of the corporation, you must receive satisfactory evidence that they are paid, or you must except to the rights of creditors of the corporation unless their rights are barred by state limitations.
See Underwriting Manual
Franchise Tax - report not received - last owne
Proof of payment of franchise tax on __(corporate name)__ from incorporation to date of closing is required. Report requested from State Tax Commission.
Franchise Tax - report not received - corporati
The __(corporate name)__ was in title from __/__/__ to __/__/__. Proof required that it has paid its franchise taxes to date of transfer of title. Report requested from State Tax Commission .
Franchise tax - unpaid - last owner or purchase
Proof is required of payment of franchise tax on __(corporate name)__ from incorporation to date of closing. Report shows incorporated __/__/__ and shows (open items). Taxes for year ending __/__/__ will become a lien on __/__/__.
Franchise tax - paid through current year
Franchise tax report on __(corporate name)__ shows date of incorporation __/__/__; filing period ends ________. Said corporation owes no reports and no tax as of __/__/__. Taxes for year ending __/__/__ will become a lien on __/__/__.
Proof required of payment of franchise tax on __(corporate name)__ which became liens against the premises herein prior to __(date out of title)__. Report shows incorporated __/__/__ and shows (open items).
Possible unpaid New York City Corporate Business Taxes of:
(a)____________________ to ________________
(If more (b)____________________ to ____________________
A status report (CT96A) is required from the City of New York evidencing the payment of New York City Business Corporation Taxes. If such report is not furnished by the corporation to the Company, exception will be taken for the lien of these taxes. The Company cannot obtain the report.
Special Franchise Tax
Proof is required of payment of the special franchise tax pursuant to sections 254 to 258 of Chapter 166 of the Laws of 1991 (codified as Sections 489-q(3), 489-nn(2); 593 and 600 of the RPTL).
Proof of Due Incorporation
Certificate of Incorporation of __(corporate name)__ with proof of its due incorporation prior to __(closing, or date)__ must be obtained and considered in connection with this title.
Board of Directors Resolution - mortgage to be
If the present transaction consists in whole or in part of the making of a new mortgage, we will require a certified copy of the resolution of the board of directors of any corporate mortgagor authorizing the making of said mortgage. Proof must also be shown that the consent of stockholders of the mortgagor corporation is not required by its certificate of incorporation or amendments thereto for the making of said mortgage.
Where Certificate of Incorporation requires con
The certificate of incorporation of __(corporate name)__ requires the consent of __(all or give number or percentage)__ of the stockholders for the making of the mortgage. A certified copy of the resolution of the board of directors of said corporation and the consent of the stockholders is required as to the mortgage to be made. The mortgage should contain a recital showing that it was made and executed pursuant to the resolution of the board of directors of the mortgagor and the consent of the stockholders as required by the certificate of incorporation.
Stockholders consent to conveyance to officer h
Consent of all stockholders of __(corporate name)__ is required as to the conveyance hereinafter set forth and proof shown that the making of said conveyance did not render the corporation insolvent. Said corporation by deed dated __/__/__, recorded __/__/__ in Liber ______ Cp _____, conveyed to ____________________________.
Shareholders consent on corporate conveyance or
If the present transaction consists in whole or in part of a conveyance or lease by a corporate grantor or lessor and the certificate of incorporation so requires, Company will require the written consent thereto by the holders of the outstanding shares of the corporation and the instrument on closing should so recite. In lieu thereof the consent of the holders of two-thirds of all the outstanding shares entitled to vote thereon obtained at a meeting duly noticed and called for the purpose of obtaining such consent in the manner called for in Section 605 of the Business Corporation Law is required and the instrument on closing should so recite.
If neither of the above is obtained, then, the proofs showing the basis upon which the conveyance or lease is to be made must be submitted to counsel prior to closing.
Corporate conveyance to officer making deed
Deed dated __/__/__, recorded __/__/__ in Liber _____ Cp ___ is executed on behalf of __(corporate name)__ by __(name)__ who is also a grantee in said instrument. Under § 301 (2) of the RPAPL, said deed cannot be received into evidence. A confirmatory deed executed by a proper corporate officer not a grantee in the instrument must be produced for recording. If the transaction to be insured does not involve a transfer to a purchaser for value, the following proofs will be required: (1) proof that the conveyance did not render the corporation insolvent; and (2) proof that the certified owner is the sole shareholder of the corporation, or consents to the transfer must be provided from all other shareholders.
Assignment to officer, director, etc.
If the present transaction involves insurance of the mortgage in ______________, assigned by _______________ to ____________ in _____________, the following proofs are required: (a) proof that the assignee was the sole shareholder of the assignor, or consents to the assignment must be provided from all other shareholders; (b) proof that the assignment did not render the corporation insolvent.
Corporation not timely organized
Deed made by __(name)__, grantor, to __(name)__, grantee, dated __/__/__ was recorded __/__/__ in Liber _____ Cp ___, prior to the incorporation of the grantee. A confirmatory deed is required from said grantor to the present owner of the premises herein.
Where application does not disclose name of ins
If the insured is a corporation, partnership or other entity, proof of its due formation is required prior to closing. Additional exceptions may be raised.
Where Certificate of Incorporation of Foreign C
Certified copy of the certificate of incorporation of __(corporate name)__, a corporation of the State of __(state)__, with proof of its due incorporation prior to _(closing, or date)__ must be obtained and considered in connection with this title.
Status of foreign corporation - state of incorp
Proof is required that __(corporate name)__, a __(state)__ corporation, has not been dissolved either by proclamation or otherwise in the State of its incorporation. (Where applicable, insert: Inquiry has been made of the Secretary of State of said State regarding this proof.)
Foreign Corporation status - New York State
Proof required that __(corporate name)__ is in good standing and authorized to do business in this State and its license fee and franchise taxes have been paid.
Sale, lease, exchange or mortgage of property b
If the proposed sale, lease, exchange or mortgage to be insured is by a corporation governed by the Not-For-Profit Corporation Law, or previously formed under the Membership Corporation Law, and said corporation is a type A or D corporation as defined in Section 201 of the Not-For-Profit Corporation Law, then we shall require proof of compliance with Section 510 (a) (1) or (2) of the Not-For-Profit Corporation Law. The transaction must be authorized by the vote of at least two-thirds of the members of the board of directors (unless there are 21 or more directors, in which case a simple majority will suffice), and, if there are members entitled to vote on the transaction, same must be submitted for approval at an annual or special meeting, duly called, of the members, and must be approved by a minimum of a two-thirds vote of the membership.
Same, but for a B or C NFP Corp.
If the proposed sale, lease, exchange or mortgage to be insured is by a type B or C corporation as defined in Section 201 of the Not-For-Profit Corporation Law, Company will require proof of compliance with Section 510 (a) (1) or (2) of the Not-For-Profit Corporation Law, as well as a Supreme Court order or County Court order provided in Section 510 (a) (3) of said law. The transaction must be authorized by the vote of at least two-thirds of the members of the board of directors (unless there are 21 or more directors, in which case a simple majority will suffice), and, if there are members entitled to vote on the transaction, same must be submitted for approval at an annual or special meeting, duly called, of the members, and must be approved by a minimum of a two-thirds vote of the membership. In addition, an order must be obtained from the supreme court in the county where the real property is located, approving the transaction.
Proof is required that the real property described in Schedule A does not constitute all or substantially all of the assets of the certified owner, a Not-For-Profit corporation .
Sale by a Religious Corporation
The proposed seller is a corporation formed under the Religious Corporation Law of the State of New York. The sale to the proposed insured must be approved by an appropriate order of the Supreme Court prior to closing.
Mortgage by a Religious Corporation
The proposed mortgagor is a corporation formed under the Religious Corporation Law of the State of New York. The mortgage to the proposed insured must be approved by an appropriate order of the Supreme Court prior to closing.
Court Order not obtained
The _________ instrument recorded on __/__/__ in ______________ appears to have been made without a court order having been obtained in accordance with [Section 511 of the Not-For-Profit Corporation Law] [Section 12 of the Religious Corporations Law]. Proof is required that such court order was obtained, or court approval must be obtained nunc pro tunc.
Corporate conveyance to its officer (insolvency
Proof required that deed from __(corporate name)__ to __(individual)__, one of its officers, did not render the corporation insolvent.
Foreign Corporation (Other state or territory o
The following is required in connection with ________________, a ____________ [name state or if unknown, insert “foreign”]_________ corporation:
(a) proof of due incorporation;
(b) proof that the corporation is presently in good standing in the state of incorporation;
(c) New York State franchise tax;
(d) New York State license fee;
(e) New York City corporation tax.
Proof is required that any necessary permission has been obtained from the Public Service Commission for the proposed [sale][mortgage][lease] of the real property described in Schedule A.
Corporation acting by attorney in fact
If any corporate party will be executing instruments by an attorney in fact duly appointed by the board of directors, evidence in the form of a certified copy of the board resolution so appointing the attorney in fact will be required to be produced.
Certification of title in a corporation
Title to the premises in Schedule A may be conveyed/mortgaged by __(corporate name)__ a (domestic, or if not domestic, insert State of incorporation) corporation.
Note: You may add additional local requirements here. Please consult with our underwriting personnel in preparing appropriate provisions.