Practice areas
  • Business Litigation
  • Estate Planning/Elder Law
  • Personal Injury/Worker’s Compensation
  • Real Estate
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  • Attorney Blair C. Lane, Sr

    About Blair C. Lane, Sr

    • Over 20 Years Courtroom Experience
    • Legal Ability and Professional Ethics

    Blair C. Lane, Sr will fight for you.
    Call: 1-888-231-5462 Toll Free
    or e-mail the firm to schedule a consultation.
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    REAL ESTATE LAW

    Can A Corporation Buy and Sell Real Estate? Corporations are permitted to sell, lease, mortgage or otherwise deal in and with real estate. With any real estate transaction involving a corporation, the corporation acts essentially as a person, except that the actions of the corporation must be approved by the Board of Directors of the corporation.A New Jersey corporation may also get involved in a transaction of real estate as long as the New Jersey corporation has been legally set up, holds a Certificate of Incorporation, which is in good standing and there are no liens in favor of the State for unpaid corporate franchise taxes.A foreign corporation, one that is not incorporated in the State of New Jersey, may have the same powers as a New Jersey real estate corporation when it comes to buying and selling real estate, but the foreign corporation must obtain a Certificate of Authority to transact business in the State of New Jersey from the Secretary of State of New Jersey.

    The sale purchase or lease of any real property by the corporation should not only have approval by the Board of Directors, but should have approval by all of the shareholders unless the corporation buys, sells or leases real estate in the usual and regular course of business of the corporation.

    With any transaction involving the sale or lease of real property, only authorized agents or officers of the corporation can sign and bind the corporation to the contract. If the bi-laws of the corporation do not allow corporate officers or other persons to act for the corporation, the usual method conferring or giving the officers the power would be through what is referred to as a corporate resolution. The corporate resolution is simply a document which memorializes a specific action or actions as authorized by the Board of Directors and in some cases, the shareholders.

    If the property is owned in the form of a formal partnership, the partnership must act and prove that it has the authority to enter into the real estate transaction. New Jersey law contains no specific requirements for the formation of a partnership. A partnership is defined as an association of two or more persons to carry on as co-owners, a business for profit.

    The parties dealing with partnerships must be careful to make sure that the persons holding themselves out as partners are, in fact, partners and that there is no other person that could have any ownership interest in the property. The safest course to follow in dealing with partner-owned property is to require the contract of sale and the Deed to be executed by all possible parties in interest, including all of the living partners, individually and as partners, their spouses and the legal representative and spouse of any deceased partner.

    When dealing with limited partnerships, which is defined under law as two or more persons forming a limited partnership, having as members one or more general partners and one or more limited partners. General partners are similar to the partners of a true partnership, limited partners are usually investors who are protected by the limited liability and who take no part in the management of the limited partnership. A limited partnership’s formation is commenced upon the filing of a certificate in the office of the Clerk of the County where the principal place of business of the limited partnership is located.

    If the conveyance of the property involves a limited liability company which is defined as an unincorporated form of business, which is similar to a general or a limited partnership but is afforded limited liability protection, a limited liability company or LLC is defined under New Jersey law as a company having one or more members which is formed under the law of New Jersey. An LLC is formed by the filing of a Certificate of Formation in the office of the Secretary of State of New Jersey. The owners of the LLC, unlike a corporation called “shareholders” are called “members”. The members execute what is known as an operating agreement which governs the affairs and conduct of the LLC’s business. Unless otherwise provided in the operating agreement, the management of the LLC is vested in its members in proportion to the respective percentage of ownership interest in the company. An LLC may provide in its operating agreement that the management of the company is done by a manager or managers who are chosen by the LLC members.

    An LLC is a separate legal entity which can buy, sell, acquire or mortgage any real estate. The manager or member can sign a real estate contract as long as they are authorized to do so in the operating agreement of the LLC.

    As noted from the article, whenever you are dealing with or are involved with a legal entity such as a corporation, partnership or limited liability company, certain structural precautions must be taken in order to make sure that the transfer of property is done legally and is valid. It is advisable to contact and have an attorney represent you when you are involved in these types of transactions.

    REAL ESTATE INVOLVING CORPORATIONS

    Corporations are permitted to sell, lease, mortgage or otherwise deal in and with real estate. With any real estate transaction involving a corporation, the corporation acts essentially as a person except the actions of the corporation must be approved by the Board of Directors of the corporation.

    A New Jersey Corporation may also get involved in a transaction of real estate as long as the New Jersey Corporation has been legally set up, holds a Certificate of Incorporation, which is in good standing and there are no liens in favor of the State for unpaid corporate franchise taxes.

    A foreign corporation, one that is not incorporated in the State of New Jersey, may have the same powers as a New Jersey real estate corporation when it comes to buying and selling real estate, but the foreign corporation must obtain a Certificate of Authority to transact business in the State of New Jersey from the Secretary of State of New Jersey.

    The sale purchase or lease of any real property by the corporation should not only have approval by the Board of Directors, but should have approval by all of the shareholders unless the corporation buys, sells or leases real estate in the usual and regular course of business of the corporation.

    For more information, please contact Blair C. Lane, Sr., at 856-208-4105 or Toll free: 1-888-231-5462 Initial consultations are free.

    Located in Cherry Hill, NJ, Blair Lane, Sr., Partner at Earp Cohn, also represents clients in Marlton, Haddon Township, Audubon, Barrington, Camden, Moorestown, Pennsauken, Haddonfield, Voorhees, Collingswood, Mt. Laurel, Westmont, Marlton, Mount Holly, Maple Shade, Medford, Evesham Township, Cinnaminson, Woodbury, Washington Township, Deptford, Camden County, Burlington County, Gloucester County and the surrounding areas of South Jersey.