Legal Question in Real Estate Law in Maryland
I want to execute a quit claim deed and remove a person from the necessity of signing off on the sale of real estate property. However, the current legal entity is not properly registered so it is " not in good standing". Can we execute a QCD even without the proper standing of the existing entity? The partner who was responsible for the entity is no longer able to administer to these needs and we would like to move the property into another LLC.
1 Answer from Attorneys
Your question intersects business and real estate law.
From the business side of things, to get an entity back in good standing, one simply needs to file any back personal property tax returns. If the entity has been forfeited by the state, it no longer legally exists and must be resurrected to be legally able to conduct business in this state.
If there is no desire to keep the entity, one option is to dissolve by agreement of the members. When an entity dissolves it should file Articles of Cancellation with the State - in that "wrap up" document a designated agent is appointed to wrap up the affairs of the LLC. The person so designated can usually sign off on deeds and such.
While the parties to a real estate deal can usually set the consideration, if the old LLC has creditors a transfer for less than full market value could create problems.
From a real estate perspective, a quit claim deed may not be the best route to transfer property. Even if the transfer is into another LLC with overlapping members, the parties should be prepared to deal with transfer and recordation taxes.
While I hope the general legal information above helps, it shouldn't substitute for legal advice on the specifics of your situation. I encourage you to consult with an attorney before attempting a transfer.