The Company requires for its review satisfactory copy of the "Articles of Organization," the Operating Agreement and the regulations of the limited liability company, any amendment thereof, a certificate of good standing, and satisfactory evidence of authority of the officers, managers, or members to execute the documents.
Comment: Limited liability companies, like corporations, are creatures of statute. They typically have "Articles of Organization" (like Articles of Incorporation), an Operating Agreement, and "Regulations" (like Bylaws) that you must review. You must require approval of the sale or mortgage by all members (owners) unless the transfer does not involve the sole asset of the company, and the officer or manager (if applicable) is clearly authorized to act.
1. Proof of due formation: proof of filing of the Articles of Organization with the Secretary of State; and 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).
Note: You may add additional local requirements here. Please consult with our underwriting personnel in preparing appropriate provisions.