New York Quitclaim Deed (Corporation Grantor)

New York's schedule of statutory deed forms lists the quitclaim deed twice: once for an individual, and once, as Statutory Form DD, for a corporation. The corporate version names its grantor as organized under the laws of a stated jurisdiction and ends with an attestation signed by a duly authorized officer. This form prepares that instrument, also typed as quit claim deed, for New York real property.

The sentence Business Corporation Law Section 909 rewards

Section 3 exists because of an evidentiary rule that reaches no other kind of grantor. Section 909(a) sets the procedure when a corporation disposes of all or substantially all of its assets outside its usual course of business: the board authorizes the transaction, and the shareholders vote after notice. Section 909(b) then turns to the paper. A recital in a corporate deed that the property is not all or substantially all of the assets, or that the disposition was made in the usual or regular course of business, or that the shareholders duly authorized it, is presumptive evidence of the fact so recited. Section 3 is that blank.

Why a corporate deed uses New York's ordinary certificate

Real Property Law Section 309 fixes who may acknowledge for a corporation: an officer or an attorney in fact duly appointed, or, for a dissolved corporation, an officer, director or attorney in fact authorized by the board. Its third subdivision sends the certificate wording elsewhere: for an instrument affecting New York land executed here on or after September 1, 1999, Section 309-a governs, and its subdivision 4 sweeps any corporation into the definition of person. The result is the uniform certificate, whose closing clause records that the individual, or the person upon behalf of which the individual acted, executed the instrument.

The corporate configuration

The form recites exactly one grantor, a corporation, and exactly one authorized officer. Section 1 takes the corporate name as the certificate of incorporation spells it, the jurisdiction of organization, and the principal office. Section 2 takes the signer, the office held, and the corporate act behind the signature: a board resolution, a written consent of directors, or a bylaw conferring authority on the office. One signature block follows, headed for a grantor corporation signing through its authorized officer, then one certificate in the substance of Section 309-a. Conveyances in the record with this configuration include a corporation releasing a parcel to a shareholder, clearing its own name from a chain where an old instrument left a cloud, or quitting a boundary remnant to a neighbor. The form is not arranged for an owner signing personally, two record owners, spouses executing together, a company run by its members or managers, or a fiduciary.

A release with nothing promised

Form DD's operative verbs are remise, release and quitclaim, and Section 251 of the Real Property Law leaves them bare, since no covenant is implied in a New York conveyance. The grantee takes the corporation's interest as the record leaves it. Two printed clauses hold their place: the Lien Law Section 13 trust fund covenant, and a list of recorded matters that says in print it grants no warranty. The corporate seal is a separate question: General Construction Law Section 44-a makes its presence or absence without legal effect unless a statute says otherwise, while Business Corporation Law Section 107 keeps it useful as prima facie evidence of corporate execution.

What travels to the recording office

The finished deed goes to the clerk of the county where the land sits, or to the City Register through ACRIS in four boroughs. Two returns are prepared separately at filing: the TP-584 transfer tax return, owed whether or not any tax is payable, and the RP-5217 report on legal size paper with its fee. One filing item that follows individual sellers skips a corporation. Schedule D of the TP-584 certifies exemption from estimated personal income tax under Tax Law Section 663, and the Tax Department confines it, with the companion IT-2663, to a fee simple interest transferred by an individual, estate or trust.

Three files make up the download: the blank corporate quitclaim deed as a fillable PDF, a completed example prepared for a Broome County release, and a plain language guide covering the thirteen sections, the certificate, and the filings that ride with it. The materials are informational and are not legal advice. What corporate action a conveyance calls for, and what a corporation's release reaches on a particular title, are questions for a New York attorney.