Corporation a Corporation Is an Entity Created by Law and Given Rights

EXHIBIT “A” ENTITY AUTHORITY IN REAL ESTATE TRANSACTIONS

II. ENTITY TYPE III. DESCRIPTION IV. AUTHORITY TO ACT V. FORM REQUIREMENTS A corporation is an entity created Unless otherwise provided in the Articles of Incorporation or by law and given rights, including A corporation is a legal fiction and can Bylaws, the Board of Directors may grant authority to an the authority to act as a person only act through the acts of its agents. agent by a formal meeting or by unanimous written consent distinct from the shareholders who of all directors filed in the minutes book of the corporation. own it. Generally, all corporate powers are vested in the Board of Directors (La. R.S. If the Board confers authority by a meeting, the meeting There are 2 types of corporation: 12:81(A)) must be properly called, proper notice must be sent, a business and non-profit quorum of directors must be present, and a majority of Corporation Officers and Agents have only the powers directors present at the meeting must vote in favor of the A non-profit corporation is a that are conferred by the bylaws or by proposed action. (You should obtain an extract, certified by corporation that is organized for resolutions of the Board. the corporate secretary, of a resolution of the Board any purpose other than a purpose conferring authority.) that involves pecuniary profit or The Board may grant authority to officers gain to its members or which pays or agents only by statutorily prescribed If the Board confers authority by means of unanimous dividends or other monetary methods. (La. R.S. 12:81 & 82) consent, the consent must be written, unanimous, and filed remuneration. in the minutes book of the corporation. A partner is a mandatary of the partnership for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of In order for immovable property to be owned by the partnership immovables. (La. C.C. art. partnership, the contract of partnership must be in writing at 2814). the time of acquisition. (La. C.C. art. 2806) A partnership is a juridical person

distinct from its partners, created The partnership agreement may give one If the contract of partnership is not in writing at the time of by contract between two or more or more partners the authority to alienate acquisition, the immovable is owned by the partners. (LA. persons to combine their efforts Partnership or encumber immovable property of the C.C. art. 2806). and resources in determined partnership. proportions and to collaborate at As to third parties, the individual partners are deemed to mutual risk for their common profit If the alienation, lease, or encumbrance of own immovable property acquired in the name of the and commercial benefit. immovables of the partnership is involved partnership until the contract of partnership is filed for in a transaction, the third person must registry with the Secretary of State as required by law. (La. inquire into and establish the authority of C.C. art. 2806). the partner who attempts to act as a mandatary of the partnership. (La. C.C. art. 2814, Comment (b)).

VI. ENTITY TYPE VII. DESCRIPTION VIII. AUTHORITY TO ACT IX. FORM REQUIREMENTS A limited partnership consists of one or more general partners who have the powers, rights and obligations of partners and one or Limited Partnership or more partners in commendam or A registered limited liability partnership is The same rules that apply to partnerships in real estate Partnership In limited partners with limited liability a partnership and not a separate form of transactions apply to registered limited liability partnerships. Commendam and management rights. The legal entity. (La. R.S. 9:3435) contract of partnership in commendam must be in writing and filed for registry with the Secretary of State. A foreign partnership must file a A foreign partnership is a statement of foreign partnership in order In order to own immovable property in Louisiana, a foreign partnership that is formed under Foreign Partnership to enjoy the rights, privileges and juridical partnership must be registered in Louisiana with the the laws of any jurisdiction other status of a Louisiana partnership. (La. Secretary of State. (La. R.S. 9:3423) than the State of Louisiana. R.S. 9:3421 & 22). Managed by Members- Unless otherwise provided in the articles of organization or The operating agreement must be in writing if it restricts or in a written operating agreement, a enlarges the management rights and duties of any member majority vote of the members is required or class of members or if it alters the requirement of a to approve the alienation, lease, or majority vote of members in decisions involving the encumbrance of any immovables of the alienation, lease, or encumbrance of immovable property. A limited liability company is an LLC. (La. R.S. 12:1318) entity that provides the owners with Limited Liability Persons dealing with an LLC may rely upon a certificate of limited liability (like a corporation) Company Managed by Managers- If the articles of any person named in a statement (described under La. R.S. and can also provide the flexibility organization provide that the business of 12:1305(C)(5)) in the articles of organization, or if no such of a partnership. the company is to be managed by one or person is named, upon a certificate of one or more more managers, the managers may not managers or members, to establish the authority of any alienate, lease, or encumber immovables person to act on behalf of the LLC, including the alienation, of the LLC unless they are authorized to lease, or encumbrance of any immovable property of the do so by the articles of organization. (La. LLC. (La. R.S. 12:1317(C)) R.S. 12:1312 & 1318)

X. Entity Type XI. Description XII. Authority to Act XIII. Form Requirements If at any time the trust property includes immovables or other property the title to which must be recorded in order to affect third parties, the trustee shall file the trust instrument, or an extract thereof, for record in each parish in which the A trust is a property interest held by property is located. (La. R.S. 9:2092(A)) one person (the trustee) at the A trustee has the right to alienate, lease,

request of another (the settler) for or encumber the trust property, unless the For purposes of recording an extract of a trust instrument, the benefit of a third party (the alienation or encumbrance is specifically such an extract shall include all of the following: (a) name of Louisiana Trust beneficiary). forbidden in the trust instrument or unless the trust; (b) a statement as to whether the trust is revocable it appears from the trust instrument that or irrevocable; (c) the name of each settlor and signature of Louisiana Trusts are created the property is to be retained in kind. (La. each settlor of an inter vivos trust; (d) the name of each pursuant to the Louisiana Trust R.S. 9:2118, 2119, & 2120) trustee and name or description of the beneficiary or Code (La. R.S. 9:1721 et seq.) beneficiaries; (e) the date of execution of the trust; and (f) a brief description of the immovable property or other property subject to the trust, the title to which must be recorded in order to affect third parties. (La. R.S. 9:2092(B)) If at any time the trust property of a foreign trust includes an immovable or other property in Louisiana the title to which must be recorded in order to affect third parties, a trustee shall file the trust instrument, or an extract thereof, for record The authority of a trustee of a foreign trust in each parish in which the property is located. (La. R.S. or his representative to execute and 9:2262.2) A foreign trust is a trust created deliver a conveyance of immovable

pursuant to the laws of any other property situated in Louisiana may be Foreign Trust A trust instrument executed outside Louisiana in the manner jurisdiction other than the state of evidenced in any manner that is lawful prescribed by, and in conformity with, the law of the place of Louisiana. under the law which the parties have its execution, or the law of the settlor’s domicile, at the time expressly chosen to govern the trust. (La. of its execution shall be deemed to be legally executed and R.S. 9:2262.3) shall have the same force and effect in this state as if executed in the manner prescribed by the laws of this state, provided the trust instrument is in writing and subscribed by the settlor. (La. R.S. 9:2262.4)

XIV. Entity Type XV. Description XVI. Authority to Act XVII. Form Requirements

An interest in immovable property held in the name of an An unincorporated association is unincorporated association may be mortgaged, encumbered an unincorporated organization, or otherwise transferred by a person so authorized in a other than one created by trust, An unincorporated nonprofit corporation statement of authority filed in the conveyance records in the consisting of two or more members may acquire, hold, mortgage, donate or parish in which the immovable property is located. (La. R.S. joined by mutual consent for a otherwise transfer an interest in 12:505) common, nonprofit purpose. immovable property in the name of the However, co-ownership does not unincorporated association (La. R.S. An unincorporated association authorizes the sale, by itself establish an 9:504) encumbrance or transfer of immovable property by unincorporated association, even if resolution adopted by a majority of the members of the Unincorporated the co-owners share use of the A transaction involving immovable association who vote on the resolution at a special meeting Associations property for a nonprofit purpose. property must be authorized by a called and held for that purpose. (La. R.S. 12:1051). (La. R.S. 12:501) resolution adopted by a majority of the members of the association who vote on Notice of the special meeting, including the date, time, and An unincorporated association is a the resolution at a special meeting called place of the meeting and the substance of the of the legal entity separate from its and held for that purpose. The resolution contemplated resolution, shall be published on two separate members for purposes of acquiring, may designate a person or persons to act days at least fifteen days prior to the date of the meeting, in holding, encumbering, donating an agent for the purpose of effectuating the official journal of the parish in which a majority of the and otherwise transferring the transaction. (La. R.S. 9:1051) residents reside or, if none, in a newspaper of general immovable and movable property. circulation in the parish. A copy of the resolution and proof (La. R.S. 12:504) of publication as required (see above) shall be attached to each act effectuating the transaction. (La. R.S. 9:1051)