Preparing an LLC for a Commercial Closing

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Why entities slow closings down

When an individual buys property, the closing team needs to confirm identity and marital status. When an LLC buys or sells, the closing team must also confirm that the entity exists, is in good standing, and that the person signing is authorized to bind it. Each of those facts requires a document, and each document has to match the others—names, spelling, and dates included. Gathering them the week of closing is where timelines break.

Entity documents to have ready

• Certificate of formation (or articles of organization) as filed with the Texas Secretary of State—or the home state, with a Texas foreign registration if the LLC is formed elsewhere and doing business in Texas.
• Company agreement (operating agreement) and any amendments, showing who manages the company and what authority they have.
• Certificate of fact / good standing from the Secretary of State, and confirmation that franchise tax filings are current with the Texas Comptroller.
• Resolution or written consent authorizing this specific transaction and naming the signer, when the company agreement requires it or the underwriter requests it.
• Government-issued ID for every individual who will sign, matching the name used in the documents.
• EIN confirmation and, for sellers, information needed for tax reporting.

Questions to answer before the title commitment arrives

• Is the entity name on the contract exactly the name on file with the Secretary of State?
• Is the LLC member-managed or manager-managed, and does the signer’s role match?
• Are there multiple members whose consent is required for a purchase, sale, or financing?
• Is a lender involved, and does the lender need its own entity documents, a legal opinion, or additional certifications?
• Will the property be held in a single-purpose LLC that has not been formed yet? If so, form it early—new entities need time to obtain an EIN, open a bank account, and be documented.
• Who will be the single point of contact for the entity’s documents?

Funds and wiring

Funds must come from an account in the name of the entity that is buying, or be documented clearly if they come from elsewhere. Open the bank account early, understand your bank’s wire cut-off times and limits, and expect the closing team to verify wiring instructions by phone using a trusted number. Never rely on wiring instructions received only by email, and never let anyone rush you into changing them.

A simple timeline

• At contract: Confirm entity name, signer, and lender. Send the title company your entity documents.
• Week one: Resolve good standing or franchise tax gaps. Form any new entity.
• Two weeks before closing: Confirm all signers, IDs, and any required resolutions. Confirm the funding account.
• Closing week: Review the settlement statement, confirm the wire by phone, sign.

Kumo Title assigns a named file owner to every commercial closing and works from an entity checklist from day one, so open items are visible early rather than discovered late.

General website information is educational and is not legal, tax, investment, or financial advice. Nothing on this page is an offer to buy, sell, or lease property. Terms are confirmed only in a written agreement.