Ohio Assignment of Leases and Rents (Entity)

When the landlord is a limited liability company, the Ohio Assignment of Leases and Rents is signed by a person who is not the borrower. This form is set up for that configuration: one Ohio or foreign limited liability company, as owner and landlord of rental property, pledges its leases and rents to its lender as additional security for a note and mortgage, signing through one authorized signatory. The assignee, the lender named in the note and mortgage, does not sign.

A company signs through a person Chapter 1706 names

Ohio Revised Code Section 1706.18 provides that no person has the power to bind a limited liability company except as the operating agreement, Section 1706.30(A), a statement of authority under Section 1706.19, or other law authorizes. A member's title alone settles nothing; the operating agreement does, or a filed statement of authority, which Section 1706.19(C) makes conclusive in favor of a person who gives value in reliance on it. The form carries that structure on its face: Section 1 names the company and its jurisdiction of formation and prints the fixed sentence that the assignor is a limited liability company, the owner and landlord; Section 8 carries the signatory's representation of authority; and Section 9 places the company's name above a signature line headed ASSIGNOR, by its authorized signatory, with the signatory's printed name, date, and title.

The certificate that names the company and its jurisdiction

The acknowledgment certificate is the short form Section 147.55(C) prints for a limited liability company, not the individual form. Its blanks are the date, the name and title of the member or managing member who acknowledged, the company's name, and its jurisdiction of formation, and its printed close reads on behalf of the limited liability company. A certificate taken in another state is recognized under Section 147.51(B) when the officer is authorized where the act is performed.

Rents pledged now, collected by the company until a default

Section 6 assigns, transfers, and sets over to the lender all of the company's interest in the leases and the rents, as a present assignment given as security and not merely the grant of a lien. Section 7 grants the company a revocable license to collect the rents until an Event of Default under the note, the mortgage, or the assignment; on a default the license ends, and each tenant is directed to pay the lender on written notice. Section 8 records the company's consent to a receiver under Section 2735.01(A)(3), the division added in 2015 for this instrument, and makes it the mortgagor's written consent Section 2735.01(A)(2)(b) names for a foreclosure receivership.

What the recorder sees and what the auditor does not

Section 5 describes the property by county, legal description, permanent parcel number, municipal corporation or township, street address, and the recording reference of the company's deed, the parcel and municipality being the Section 5301.46(B) items for a sectional-index county. The instrument conveys no title, so it never passes through the county auditor's transfer office. It goes straight to the county recorder, who records it under Section 317.08(A)(19) with mortgages and the other instruments by which land is conditionally conveyed, affected, or encumbered, the classification the Ohio Attorney General gave conditional rent assignments in 1940.

One company assignor, one signature block, one certificate

The form fixes the assignor as a limited liability company acting through one authorized signatory. It prints no dower release and no spouse signature line, because dower under Section 2103.02 is a spouse's interest in the other spouse's real property, and the assignor here is a company. A single-asset company that holds an apartment building financed by a bank, and a family company that holds a rental house financed by a private lender, present the pattern this form recites. The form is not set up as an instrument for a corporation, a partnership, a trustee, or an attorney-in-fact, each of which takes a different recital and Section 147.55 certificate, or for an individual owner, or for two or more assignors on one instrument.

The package contains the fillable Ohio Assignment of Leases and Rents form for a limited liability company assignor, a completed example showing a Cuyahoga County company assigning the leases and rents of a four-unit building to its bank, and a guide covering each section, the Chapter 1706 signing rules, the acknowledgment, and recording. The guide and this description explain the form and the statutes in general terms and are not legal advice.