Vermont Special Warranty Deed (Partnership Grantor)

The firm named on the grantor line of this deed owns the land entirely, and its partners own none of it. This Vermont special warranty deed is drawn for a partnership grantor: record title stands in the name of a general partnership, limited liability partnership, or limited partnership, one authorized partner signs on the firm's behalf, and the covenants of title stop at the edge of the partnership's own ownership. Vermont partnership law states the premise plainly: under 11 V.S.A. Section 3241, a partner is not a co-owner of partnership property and holds no interest in it that can be transferred, so the land passes by the firm's deed, never by a partner's.

Whose signature carries a firm's land

Vermont's partnership act, 11 V.S.A. Chapter 22, makes each partner an agent of the partnership for the purpose of its business, and Section 3222 addresses the transfer of property held in the partnership name by an instrument executed in that name. What the chapter adds for real estate is a recorded answer to the authority question. Under Section 3223, a partnership may file a statement of partnership authority naming the partners authorized to execute an instrument transferring the firm's real property, and a certified copy of that filed statement, recorded in the land records where the property lies, makes the named partner's grant of authority conclusive in favor of a purchaser who gives value without knowledge to the contrary. That statement is filed and recorded separately and is not included in this package; a filed statement also lapses by operation of law five years after it, or its latest amendment, was filed. For a limited partnership under 11 V.S.A. Chapter 23, the certificate of limited partnership on file with the Secretary of State names each general partner, and a general partner executes the firm's deed.

Firm recitals, one partner's By line

The form recites a single grantor: the partnership, identified by its name, its form and state of organization, and its principal office address, with a separate numbered section for the authorized signer and the capacity held, whether partner, general partner, or another authorized title. The signature block prints the partnership's name, the signer signs the By line, and the printed name and title repeat beneath it; one acknowledgment certificate in the representative capacity form of 26 V.S.A. Section 5368 finishes the execution, with the printed notary name and a commission number line in place of a stamp. A partnership has no spouse, so no joining spouse block appears on this deed. Two siblings' farm partnership selling road frontage, a real estate partnership delivering a building to its buyer, and a firm in winding up distributing its last parcel to a partner present the pattern this partnership deed recites. The form is not set up as a deed from an LLC, a corporation, a trustee, or individual owners, including partners who hold land in their own names without a partnership indication in the record; those configurations recite different parties and different capacity language.

What the firm promises, and what it does not

Vermont supplies no statutory covenant package for ordinary conveyances, so the deed states its covenants expressly: lawful seizin, good right and title to convey, freedom from encumbrances the partnership made or suffered except those it lists, and an obligation to warrant and defend against claims that arise by, through, or under the grantor and no others. A defect that entered the record before the firm took title stays outside the promise; that boundary is what separates this instrument, known in Vermont title work as a special warranty deed or limited warranty deed, from a full warranty conveyance.

The tax return that rides with a firm's deed

The signed deed goes to the clerk of the town or city where the land lies, and 32 V.S.A. Section 9608 bars a town clerk from recording any transfer deed unless a completed Property Transfer Tax Return, Form PTT-172, arrives attached to it. Partnership transfers meet the return in both directions: an ordinary sale is taxed on value, while 32 V.S.A. Section 9603(16) exempts a transfer by a partnership to a partner in connection with a complete dissolution in which no gain or loss is recognized, claimed by exemption number on the return. Section 9602 reaches the entity itself as well, taxing a transfer or acquisition of a controlling interest, half or more of the partnership's capital, profits, or beneficial interest, even when no deed ever records.

The download contains three pieces: the special warranty deed as a fillable PDF, a completed example following a Vermont partnership's sale of a Windham County property through every entry, and a plain language guide to the firm recitals, signer authority under 11 V.S.A. Chapters 22 and 23, the vesting forms open to the grantees, notarization, and recording with the town clerk. The materials describe Vermont law in general terms and are not legal advice; a Vermont attorney can apply these rules to a particular partnership, authority question, or title.