Vermont Warranty Deed (LLC Grantor)

The grantor named on this Vermont warranty deed is a company, not a person: a limited liability company holds the record title, and one authorized signer, identified in the deed by name and by title, signs and acknowledges on the company's behalf. What this form prepares is a Vermont general warranty deed for one LLC grantor, carrying the full common law covenants of title to the grantee or grantees it names.

Where a company's signing power comes from

An individual grantor signs on personal authority; a company signs through Vermont's LLC statute and its own governance papers. Under 11 V.S.A. Section 4054, a Vermont limited liability company is member-managed unless its operating agreement hands management to managers; a majority of members decides company matters in the first arrangement, and the managers hold exclusive management authority in the second. Membership alone confers no agency power under 11 V.S.A. Section 4041, and one consent rule reaches deeds directly: disposing of all, or substantially all, of the company's property takes the consent of every member under Section 4054(d)(9), which describes many single-asset real estate companies at the moment they sell. The deed's operative section recites that the signer acts under the operating agreement and Section 4054; the agreement and any member consent stay in the company's records, where buyers and title insurers customarily look for them.

No spouse signs a company's deed

Every Vermont deed in this line answers the homestead question somewhere, and this one answers it by omission. The joinder statute, 27 V.S.A. Section 141, operates on a married owner who is a natural person; property held by a limited liability company is property of the company and not of the members individually under 11 V.S.A. Section 4031. A company has no spouse, so this deed carries no spousal joinder section, and the second-signature question becomes purely one of entity authority. The form recites exactly one company as owner of record and one signer acting for it; a conveyance in which any individual holds record title, or in which co-trustees or corporate officers sign, follows a different architecture than this form carries.

Covenants that belong to the company, not the signer

Vermont law leaves warranty covenants to the deed's own text, and this form spells out the classic four: lawful seisin in fee simple, good right and title to convey, freedom from every encumbrance except the matters listed in its exceptions section, and warranty and defense against the lawful claims and demands of all persons. On this configuration the promises are corporate: the deed states that its covenants are made by the company, binding the company and its successors and assigns, and that the authorized signer makes no personal covenant by signing. The exceptions entry defines the covenant's outer edge; on a company sale it typically lists the recorded easements and the current year's municipal taxes.

A certificate that names the company

The acknowledgment is worded to the representative-capacity short form of 26 V.S.A. Section 5368: the record was acknowledged before the notary on a stated date by the named individual as an officer of a named party. In the completed example the certificate line reads Laura J. Bessette, as Manager of Green Mountain Holdings LLC, so the land records show both the human signer and the company bound. Lines for the notary's printed name and commission number complete the certificate under 26 V.S.A. Section 5367.

Recording, taxes, and the entity wrinkle

The deed is recorded by the clerk of the Vermont town or city where the land lies, and 32 V.S.A. Section 9608 blocks recording until a completed Property Transfer Tax Return, Form PTT-172, and the required Act 250 certificate arrive with it. An ordinary company sale pays 1.25 percent of value plus the 0.22 percent clean water surcharge under 32 V.S.A. Sections 9602 and 9602a. The entity context adds one wrinkle: chapter 231 also taxes transfers of a controlling interest in an entity holding Vermont real estate, so a transaction restructured as a sale of the membership interests, with no deed recorded at all, can still owe the same tax.

The download supplies the blank LLC grantor warranty deed as a fillable PDF, a completed example showing a Vermont company selling a Franklin County property from authority recital through acknowledgment, and a plain language guide covering each numbered section, the entity signing rules, the grantee vesting forms Vermont recognizes, and the recording and transfer tax steps. The materials are informational and are not legal advice.