Pennsylvania Quitclaim Deed (Corporation Grantor)

Older Pennsylvania corporate deeds reach the recorder under an impressed seal, and this one records without any. That is the first thing to notice about a quitclaim deed released by a corporation: Section 10 says it out loud, citing the statute that makes a corporate seal unnecessary. The form recites one Pennsylvania business corporation as grantor, releasing whatever right, title, and interest it holds to a single grantee, with no warranty of title.

The seal a Pennsylvania corporation does not need

A title examiner reading an older chain still looks for the seal, so its absence is worth stating. Pennsylvania settled the question by statute: under 15 Pa.C.S. Section 1506(b), affixation of the corporate seal is not necessary to the valid execution, assignment, or endorsement by a corporation of any instrument or other document. The rule for a human signer arrives from the other direction, 21 P.S. Section 9 treating a deed signed without a seal as executed as though a seal were there.

The office the deed names

A corporation signs through a person, and Pennsylvania says which person will do. Under 15 Pa.C.S. Section 1506(a), whatever form of execution the articles or bylaws prescribe, a document a business corporation executes with another person is held properly executed on the corporation's behalf when signed by one or more officers or agents having actual or apparent authority, or by the president or a vice president together with the secretary, an assistant secretary, the treasurer, or an assistant treasurer. Behind that sits 15 Pa.C.S. Section 1721(a), which exercises corporate powers through the board of directors unless a shareholder-adopted bylaw places them elsewhere. A numbered section of the deed collects the three facts those provisions make relevant: the individual signing, the office held, and the source of authority relied on.

One corporation, one signing officer, one certificate

The architecture is narrow. A grantor block takes the corporate name, the state of incorporation, and the address. One signature line follows, captioned for the grantor corporation signing by its authorized officer, and a single acknowledgment certificate carries the short-form wording of 57 Pa.C.S. Section 316, its blank taking the signer's name with the representative capacity. Releases on this configuration recur in Pennsylvania record rooms: a corporation quitclaiming a remnant strip or former rail siding to the adjoining owner, a closely held corporation distributing a parcel to a stockholder on a partial liquidation, and a corporation clearing an old security interest the record still shows. One corporation and one signer is what this quit claim deed recites; a release that corporate bylaws require two officers to execute sits outside that arrangement.

When the release is a corporate act and not just a signature

Some corporate conveyances take more than a signature. Under 15 Pa.C.S. Section 1932(a), a disposition of all, or substantially all, of a corporation's property and assets made in the usual and regular course of its business rests on board authorization and, except as the bylaws restrict, needs no shareholder consent. Section 1932(b) covers the same disposition made outside that course, which may proceed only under a plan of asset transfer adopted the way Chapter 3 provides for a plan of merger, with dissenters rights where Subchapter D of Chapter 15 applies. That process happens off the deed.

Stock, stockholders, and the two-year test

At the tax window a corporation and its owners are strangers. Under 61 Pa. Code Section 91.154(a) they are separate, and title transfers between them are fully taxable unless something else excludes them, transfers in consideration of the issuance or cancellation of stock included. A distribution to a stockholder reaches for 61 Pa. Code Section 91.193(b)(13), which sets conditions: the realty stands of record in the corporate name, the grantee's stock percentage matches the interest in the real estate conveyed, and the stock has been held more than two years, with the Statement of Value naming the grantee as a stockholder, the date the stock was acquired, and the ownership share. Under 61 Pa. Code Section 91.164 the label settles nothing: a quitclaim deed is taxed on the same basis as another deed where an actual conveyance occurs, at 1 percent state tax plus the local rate.

The download holds the blank corporate quitclaim deed as a fillable PDF, a completed example following a York County corporate release, and a guide to the twelve sections, corporate execution, notarization, transfer tax paperwork, and county recording. The materials describe Pennsylvania law in general terms and are not legal advice.