S-Corp and Deed Witnessing in Florida

[Fogyreef]

What is the name of your state? Florida.

Is an LLC filing as an S-Corp able to avoid the witness requirement on Deeds in Florida if the Grantor or Grantee is the CEO and affixes the corporate stamp?

Does the title need to be CEO, or can it be Owner in a one person operation?

 

[quincy]

Here is a link to your other thread, for reference purposes only:
https://forum.freeadvice.com/threads/do-i-list-my-llc-bank-account-on-a-personal-debt-judgment-fact-info-sheet.660259/

 

[adjusterjack]

Read the statute:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0695/0695ContentsIndex.html

If that doesn't answer your question, consult an attorney.

 

[Fogyreef]

Here is a link to your other thread, for reference purposes only:
https://forum.freeadvice.com/threads/do-i-list-my-llc-bank-account-on-a-personal-debt-judgment-fact-info-sheet.660259/

Thanks Quincy. Why the reference link to the other thread?

 

[Fogyreef]

Read the statute:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0695/0695ContentsIndex.html

If that doesn't answer your question, consult an attorney.

Thanks. I just came from that page where I didn't see anything specificvis à vis witnesses and corporation exclusions. Thus I came here.

 

[Taxing Matters]

What is the name of your state? Florida.

Is an LLC filing as an S-Corp able to avoid the witness requirement on Deeds in Florida if the Grantor or Grantee is the CEO and affixes the corporate stamp?

An entity that is organized under state law as a limited liability company (LLC) is not a corporation regardless of the fact that it has made an election to be taxed under subchapter S of the Internal Revenue Code (IRC), i.e. treated for tax purposes as a S corporation. Thus, it cannot have a "corporate stamp" because it is not, in fact, a corporation. It is a LLC. So rules in the state statute that are specific to only corporations will not help you. You need rules that would apply to LLCs.

While a LLC can have whatever names it wants for its company officials, a CEO and owner (member) are not the same thing. A CEO is an employee of the entity and is not necessarily an owner of the business.

 

[FlyingRon]

Tax filing status (S Corp) has nothing whatsoever to do with the ownership of the property. There's no exception to the witness requirement, a notary (or one of the other listed officers of the court) must witness the execution of the conveyance.

You haven't mentioned enough information about the LLC for just to tell who must sign. Is there more than one member? Who is the manager of the LLC?

 

[quincy]

Thanks Quincy. Why the reference link to the other thread?

The other thread was linked to provide the members here with some additional information.

 

[Fogyreef]

Tax filing status (S Corp) has nothing whatsoever to do with the ownership of the property. There's no exception to the witness requirement, a notary (or one of the other listed officers of the court) must witness the execution of the conveyance.

You haven't mentioned enough information about the LLC for just to tell who must sign. Is there more than one member? Who is the manager of the LLC?

Taxing Matters' response ends my inquiry, so thanks to them. It's a one-person S-Corp, but it's an S-Corp for tax purposes only. Have to dredge up witnesses now for every deed. It's a PITA, but will pay the bills.

Thanks all.

 

[FlyingRon]

You're still not making sense. There's no such entity as an S-corp. An S corp is a tax election (as he told you). If it is an LLC, it's an LLC regardless of how it is taxed.

It doesn't matter if you own the property by a corporation, an LLC, a partnership, or individuals, it has to be witnessed by a notary (or one of the other listed court officers). I don't know where you got it into your head that corporations (if you even had one) were somehow exempt from this requirement.


If it is the case that you personally don't want to go stand in front of the notary, then you can give power of attorney for someone to sign for you. Frankly, as confused as you seem to be, I would suggest the attorney in fact, be in fact, an attorney.

 

[Fogyreef]

Sorry, FlyingRon. Awkward semantics. I'm not really that confused. Just rushed. It's not that I don't want to stand in front of a notary, it's that I don't have convenient access to two saps who would take time out of their day to be my witnesses for multiple deed signings a month.

I may have since found two alternatives, a local UPS store with witnesses provided, and an online notary where the notary stands as a witness, and my wife as the other.

I got the idea from here, albeit 2008. That's why I was chasing down contemporary opinions.

"In the case of an individual, two witnesses must sign the document of conveyance. See Florida Statutes Sec. 689.01. In the case of a corporation, no witnesses are required to sign the document of conveyance if it is executed by the corporation’s CEO, president or vice president, and the conveyance contains a corporate seal. If the deed is executed by a corporate officer other than the CEO, president or vice president and it does not contain a corporate seal, two witnesses are required as well as a corporate resolution authorizing the officer to execute deeds or the particular deed."

Since we all agree the LLC is not a Corp, that approach is moot.

 

[FlyingRon]

Not only must it be a corporation, but the conveyance must be made under seal.

 

[Taxing Matters]

Since we all agree the LLC is not a Corp, that approach is moot.

Yes, exactly. The provisions of F.S. § 692.01 only mentions corporations as being eligible to use that procedure and since LLCs are not corporations it appears that a LLC may not use that method to convey property.