Massachusetts Quitclaim Deed (Corporation Grantor)

Two officers sign a Massachusetts corporation out of its real estate, and the statute names which two. General Laws Chapter 156D, Section 8.46 and Chapter 155, Section 8 each make a recordable instrument affecting an interest in real estate, executed in a corporation's name by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, binding on the corporation in favor of a good faith purchaser. This fillable Massachusetts quitclaim deed is drawn around that pairing: one corporation as grantor, a signature block and an acknowledgment certificate for each office, and the limited covenants Chapter 183 calls quitclaim covenants.

Two offices, and the person who may hold both

Section 2 of the form collects both signers, each with the office held. Section 8.46 protects a good faith purchaser notwithstanding inconsistent provisions of the articles of organization, bylaws, resolutions or votes, which is why a title examiner reads the offices rather than the corporation's internal papers. Chapter 156D, Section 8.40 lets one individual hold more than one office, so a closely held corporation whose president is also its treasurer answers the rule with one person signing both blocks. Where other officers sign, Section 8 of the form carries the authority the deed states, commonly a board vote identified by date, a certified copy of which is recorded separately and is not part of this package.

Covenants the corporation speaks

A Massachusetts quitclaim deed carries promises. Chapter 183, Section 11 attaches to the statutory form a conveyance in fee simple with quitclaim covenants, and Section 17 sets their reach: encumbrances the grantor itself made, plus a defense against claims traced through the grantor, leaving the earlier links in the chain outside. Those promises are the corporation's own, and each officer signs in the office stated in Section 2 and in the name of the grantor, not individually, with a bold line above the signatures saying so. Entries in the encumbrances section are excepted by the deed's own terms.

The all or substantially all line

One question belongs to corporate sellers alone, and it turns on how much of the corporation goes out the door. General Laws Chapter 62C, Section 51 has a corporation notify the Commissioner of Revenue, file its corporate excise returns and pay the tax before a sale of all or substantially all of its Massachusetts assets, and gives the commonwealth a lien on those assets where that does not happen; Section 52 authorizes a waiver of the lien on request of the treasurer or another principal officer. Section 9 of the form carries the corporation's statement on it. Shareholder approval tracks the same line: Chapter 156D, Section 12.01 asks for no shareholder vote on a disposition in the usual and regular course of business or on a mortgage, while Section 12.02 sends a disposition of all or substantially all of the corporation's property outside that course to the shareholders.

The corporate patterns this deed recites

The form names one corporation as grantor with its state or other jurisdiction of incorporation, and one grantee, whose name, residence and post office address Section 6 of Chapter 183 wants before a register accepts a deed. A corporation selling a building it has owned for years, a corporation releasing a surplus parcel after a directors' vote, and a corporation moving property to a wholly owned subsidiary all present the pattern this deed recites, and a corporation organized in another state presents it too, since Chapter 155, Section 8 reaches foreign corporations. The form is not set up for two corporate grantors, a limited liability company, an individual owner, or a fiduciary signer. Searches for a corporate quitclaim deed or a quit claim deed from a corporation describe this configuration.

Stamps, and two officers in two counties

The deed goes to the registry district covering the land, at the statewide $155 deed fee, with excise stamps bought at recording on the stated consideration, $2.28 for each $500 or fraction in most counties and $3.24 in Barnstable County. The completed example runs a Middlesex North District pattern in Billerica at $825,000, drawing $3,762.00 in stamps, its two certificates taken two days apart in different counties.

The download delivers this corporation quitclaim deed as a fillable PDF, the completed example, and a guide covering each numbered section, both certificates, the authority and tax lien entries, and recording. The materials describe Massachusetts law in general terms and are not legal advice.