Iowa Quitclaim Deed (LLC Grantor)

Iowa asks a question of a deed out of a limited liability company that it never asks of an individual's deed: on whose authority. Iowa Code section 489.407A governs a transfer of Iowa real estate held by a limited liability company, and this quitclaim deed answers that section on its face, in a numbered section recording the company's management form and the authority relied on.

The authority a company deed accounts for

Iowa Code section 489.301 makes the question live: a member is not an agent of a limited liability company solely by reason of being a member. Section 489.407A then names the routes. In a member-managed company the transfer is undertaken as the operating agreement provides, or, where the agreement is silent, only with the consent of all members. In a manager-managed company the operating agreement governs, and failing that the consent of a majority of all managers. A statement of authority filed with the secretary of state and with the recorder of the county where the real estate sits, under Iowa Code section 489.302, is a third route. It reaches every transfer of company real estate, ordinary course or not.

Section 2 of this deed carries both: the management form, and the source relied on. Section 489.302 also explains what recording one accomplishes: a recorded grant of authority to transfer real property held in the company name is conclusive in favor of a person who gives value in reliance on it without knowledge to the contrary, and a recorded limitation leaves all persons deemed to know of it. A statement of authority is prepared and recorded separately, not included in this package.

One company as grantor, one signature, one certificate

The form recites exactly one grantor, a limited liability company, with the jurisdiction of organization on a line of its own, since section 489.407A(1) reaches a registered foreign company authorized to do business in Iowa as well. One signature line follows, for the individual signing on the company's behalf, with a printed name line and a title line beneath it, then one acknowledgment certificate in the representative capacity short form of Iowa Code section 9B.16. No spousal relinquishment block is printed: Iowa Code section 561.13 conditions a homestead conveyance on the execution of the owner's spouse, and a company has neither a spouse nor homestead rights of its own. The form is not set up for two companies conveying together, an individual grantor, a corporation or partnership, or a signer acting as executor or attorney in fact.

Records in this shape appear when a company deeds a parcel back to the individual who put it in, when a company that took title at a sheriff's sale passes along the position it acquired and no more, and when affiliated companies rearrange their holdings.

What the deed moves, and two exceptions written for companies

The operative words follow Iowa Code section 558.19, where the statutory verb is quitclaim and the statutory scope is all of the interest of the grantor. Nothing is promised about the quality of that interest, which is the character of a quit claim deed: mortgages, easements, covenants, assessments, and unpaid taxes ride along. Two exceptions in Iowa Code section 428A.2 speak to companies directly. Subsection 14 covers instruments resulting from a merger, consolidation, or reorganization of a limited liability company, on the condition that the instrument states that fact on its face. Subsection 15 covers deeds between a family limited liability company and its members in the organization or dissolution of the company, given for no consideration beyond shares or debt securities. Section 9 is the signed statement Iowa Code section 428A.4 takes in place of payment; the example travels the taxable road, where $147,500.00 of consideration yields $235.20 of tax.

Page one, as an Iowa recorder takes it

A three inch band at the top of page one belongs to the recorder under Iowa Code section 331.606B, and beneath it three labeled blocks above the title carry the preparer with a telephone number, the taxpayer with a complete mailing address, and the return address. The exact sentence of Iowa Code section 558.69(8A) follows the title. The guide carries the declaration of value, the refusal grounds, the auditor's fee, and electronic submission.

The purchase delivers the fillable blank deed, a completed example prepared as a Woodbury County conveyance by a manager-managed Iowa company, and a plain language guide to the sections, the signing, and the recording. The materials are informational and are not legal advice.