Bulletin: NY000065

Date:
October 19, 1994
To:
New York State Counsel, Managers, Underwriters and Agents, Please alert your Readers and Production Personnel
RE:
Limited Liability Companies: Exceptions and Certificate

Dear Associates:

The following exception is to be raised where a transfer or mortgage is to be made by a limited liability company ("LLC"):

Limited Liability Companies L-21

L-21 Limited Liability Company or Limited Liability Partnership in title; or mortgaging

L-21 Proof is required as to the following with regard to _____(N.)_____, a Limited Liability (Company)(Partnership):

  1. Proof of due formation:

    proof of filing of the Articles of Organization with the Secretary of State;

    proof of publication of the Articles of Organization (or a notice containing the substance of the articles)

  2. Articles of Organization and Operating Agreement must be produced and reviewed; additional exceptions may be raised upon review of same;

  3.  Proof is required that there has been no change in the make-up or composition of the organization, and that there have been no amendment made to the Articles of Organization or Operating Agreement;

  4. Proof is required that the party or parties executing instruments on behalf of the organization have authority to act;

  5. Proof of payment of New York State Franchise Fees (see Tax Law §658-c);

  6. Proof of payment of New York City Annual Fee (see Tax Law §1304-c).

A prototype draft of a Certificate of Authority, which deals with clearance of items "c" and "d" in Exception L-21, is annexed to this Bulletin.

THIS BULLETIN IS FURNISHED TO INFORM YOU OF CURRENT DEVELOPMENTS. AS A REMINDER, YOU ARE CHARGED WITH KNOWLEDGE OF THE CONTENT ON VIRTUAL UNDERWRITER  AS IT EXISTS FROM TIME TO TIME AS IT APPLIES TO YOU, AS WELL AS ANY OTHER INSTRUCTIONS. OUR UNDERWRITING AGREEMENTS DO NOT AUTHORIZE OUR ISSUING AGENTS TO ENGAGE IN SETTLEMENTS OR CLOSINGS ON BEHALF OF STEWART TITLE GUARANTY COMPANY. THIS BULLETIN IS NOT INTENDED TO DIRECT YOUR ESCROW OR SETTLEMENT PRACTICES OR TO CHANGE PROVISIONS OF APPLICABLE UNDERWRITING AGREEMENTS. CONFIDENTIAL, PROPRIETARY, OR NONPUBLIC PERSONAL INFORMATION SHOULD NEVER BE SHARED OR DISSEMINATED EXCEPT AS ALLOWED BY LAW. IF APPLICABLE STATE LAW OR REGULATION IMPOSES ADDITIONAL REQUIREMENTS, YOU SHOULD CONTINUE TO COMPLY WITH THOSE REQUIREMENTS.