When a conveyance or other instrument of a corporation executed in the name of the corporation appears in the chain of title and it is in proper form, it shall be presumed (1) that the person executing the instrument was the officer or agent they purported to be and was duly authorized to execute the instrument for and on behalf of the corporation; and (2) that the corporation was legally in existence at the time the instrument took effect.
Comment 1. An attorney representing a grantee from a corporation in a current transaction must establish that the conveyance or instrument was authorized, the particular officer or agent who acts on behalf of the corporation is, in fact, the officer or agent the person purports to be, and that such officer has the authority to execute the instrument in question. A certificate by the secretary of the corporation that shows both agency and authority suffices, but this certificate need not be recorded. However, it is recommended that the attorney be satisfied, to the extent it is practical, that the corporation is in existence at the time of conveyance by obtaining a Certificate of Good Standing from the Secretary of State.
Comment 2. See, Miller v. Rutland & Washington Railroad, 36 Vt. 452-502 (1863)
Comment 3. If the conveyance or instrument otherwise meets the requirements of this standard, the absence of the printed name of the corporation above the signature does not defeat the presumption of this Standard.
Comment 4. If the deed identifies a corporation as the Grantor and the signature is by an individual without the name of the corporation, and there appears in the instrume¬nt a recital of authority such as the word or words “agent”, “duly authorized” or “by” or “for”or similar terms or by official position, the presumption of this Standard shall apply.
This standard added 2003.