When the seller in a Florida real estate transaction is a foreign (offshore) legal entity, the title company and underwriter must confirm that the entity exists, is in good standing, and that the person signing documents is authorized to do so. Without this confirmation, the sale may be delayed or even fail to close.
Here’s is a quick summary of the required documents:
- Certificate of Good Standing – Shows your company is active and allowed to sell.
- Certificate of Incumbency – Confirms who runs the company and can sign documents.
- Certified Articles of Incorporation – Proves your company’s legal identity.
Corporate Resolution – Formal approval from your company to sell the property (we’ll guide you or your attorney on exactly what’s needed).
Provide originals or certified copies, dated within 30 days of closing. If in another language, include a certified English translation.
Below, we explain each document required in more detail:
1. Certificate of Good Standing (dated within the last 30 days)
What it is: An official document from the seller’s home-country registry confirming that the company is active and compliant with its legal obligations.
Why it’s needed: Ensures the company is legally able to sell property and hasn’t been dissolved, suspended, or restricted.
2. Certificate of Incumbency (dated within the last 30 days)
What it is: A certificate from a government authority or local attorney listing the current officers, directors, or other authorized representatives.
Why it’s needed: Confirms who holds decision-making roles and identifies the person(s) authorized to sign the closing documents.
3. Certified Articles of Incorporation or Corporate Charter (dated within the last 30 days)
What it is: The official founding document of the company, showing its legal name, formation date, and governing structure.
Why it’s needed: Verifies the legal identity of the entity selling the property and ensures there is no confusion with similarly named companies.
4. Corporate Resolution (specific to the property sale)
What it is: A formal statement from the company’s board of directors and/or shareholders authorizing the sale. The resolution should:
- Confirm the authority of the signer;
- State that the sale complies with Florida law;
- Affirm the company is not in bankruptcy;
- Approve the transaction.
Additional Requirement: The corporate resolution must comply with the requirements of the closing agent. It will usually be provided to the company’s board of directors and/or shareholders by either the closing agent directly or by the seller’s attorney in compliance with those requirements.
Why it’s needed: Provides clear, documented approval from the entity’s decision-makers, ensuring the signer has the legal right to transfer the property.
✅ Tip: All documents should be either originals or certified copies, and if they are in a language other than English, provide a certified translation. Getting these documents early is one of the best ways to avoid last-minute delays in closing.