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1 CHICA AGO TITLE TOPIC: ENTITIES and AUTHORITY ISSUES I. Overview Title companies have experienced a number of claims due to lack of authority of a person executing documents on behalf of a business entity, such as corporation, limited liability company (LLC), or partnership. Lack off authority often results in a total loss of title. These claims are significant for title companies, attorneys and their customers. This manuscript outlines the necessary information needed to assure that a party executing a document on behalf of the entity has the proper authority to do so. II. Common Entity Concepts a. Good Standing - An entity s good standing refers to a non-individual entity s status with the state of North Carolina and/or its state of organizationn if a foreign entity. The failure of an entity to be validly organized, to complyy with merger/name change statutes, or to otherwisee comply with secretary of state requirements may affect the entity s ability to hold and convey good title to real property. Entity documents should be reviewed to verify they were legally created and are in good standing in the state in which it was created. In addition, any recent changes in filings that add or delete parties with authority should be independently verified. b. Capacity An individual s position with an entity and authority to execute documents on behalf of the entity. All signatures on documents need to properly reflect the capacity or authority of the signer, e.g. the signature block should be The ABC Corporation by John Smith, Vice President. c. Self-Dealing Every transaction should be examined to determine that there is no conveying or mortgaging of Land by or to an officer of a corporation, partner of a partnership, member of an LLC. Please contact your title insurer to determine whether or not such transaction may be insured. d. Foreign Execution When entity officials aree not located in the United States, all signaturess on any documentation, including resolutions, must be acknowledged pursuant to the foreign country s notary laws and pursuant to the Hague Convention, if applicable. e. Regular Course of Business An official s authority to convey real property may depend upon whether or not the conveyance is in the entity s regular course of business. Sale of entity assets, even less than all assets, will require a resolution authorizing the transaction. TOPIC: ENTITIES AND AUTHORITY ISSUES Page 1 of 13

2 III. Corporations a. Definition - A Corporation is a legal business entity created or organized under state or federal law. Corporations are capable of holding and conveying interests in real property. b. Formation and Good Standing - A corporation should be validly formed and in good standing in order to acquire or convey interests in real property; however, subject to certain limitations, a corporation may still be able to convey an interest even if not in good standing with a state or dissolved (See Below). A corporation cannot acquire an interest in real property, if it is not validly formed and in existence at the time the interest is allegedly acquired. A certificate of existence, issued by the Secretary of State, is conclusive evidence that the corporation was in existence at the time of the transaction, and is, therefore, required. N.C.G.S (c). Certain corporate entities require extra steps to assure proper authority exists for a transaction to be insured. (See discussion below regarding closely-held corporations.) c. Name - In any documentation of purchase, sale or mortgage by a corporation, the corporation s name must be exactly as shown in its filed Articles of Incorporation. Certifying attorney must check the name in which the corporation holds or will hold title against the Articles of Incorporation. The name, current standing and named officers can be checked with the Office of the North Carolina Secretary of State, or, for out-of-state corporations, by locating the secretary of state (or equivalent) of their home state at the National Association of Secretaries of State, The state of incorporation is, in many cases, a key piece of identifying information needed on recorded instruments. Many corporations have related entities with the same or similar names, but incorporated in different states; thus, they are not the same entity. d. Merger/Name Change - If a corporation has merged or otherwise changed its name, a Certificate of Merger issued by the Secretary of State of the home state of the corporation must be recorded in the office of the Register of Deeds in each county in which the corporation owns real property in order to complete the record chain of title. N.C.G.S , 55A-4-05, , N.C.G.S. 55D-26, N.C.G.S (d). In addition, the deed should contain a reference to the grantor including the vested name, any interim names and the current name of the entity now mortgaging or conveying title. As between the parties, title passes by operation of law on the date of the filing of the Articles of Merger with the Secretary of State. e. Authority - The board of directors of a corporation has authority, without shareholder approval, to make any mortgage or a sale, lease or conveyance for the apparent purpose of carrying on the ordinary business of the corporation (such as a developer selling lots). Shareholder approval is required in the case of a sale, lease or exchange of all or substantially all of the corporation s property other than in the usual and regular course of business. Please advise your title insurer if all or substantially all property of the corporation is being conveyed. Additional requirements will be needed in order to insure the transaction. f. Executing/Attesting Officers - A conveyance by a corporation may be executed by the corporation s chairman, president, vice president, chief executive officer, chief financial Page 2 of 13

3 officer, or treasurer. It may be attested to by the corporation s secretary, assistant secretary, trust officer, assistant trust officer, associate trust officer, or, in the case of a bank, cashier or assistant cashier. In 1999, the requirement of attestation was removed for most corporations. If the executing and/or attesting officer on behalf of the corporation is any officer other than those listed above, then a certified copy of a signed and attested resolution of the corporation s board of directors must be either (1) attached to the document as recorded or (2) separately recorded in the office of the Register of Deeds prior to the instrument signed and acknowledged by such officer. g. Corporate Seal - While no longer a requirement for recordation, the official corporate seal should be affixed when available to lend the legal presumption of authority. h. Dissolved - If a corporation has been administratively involuntarily dissolved under NCGS Chapter 55, or voluntarily dissolved, but has not otherwise conveyed away title, the corporation is only empowered to distribute the property to shareholders or convey to a third party, acts consistent with the winding up of its affairs. Property can be conveyed by the last officers of the corporation, but the conveyance must contain language that it done as a part of the winding up of corporate affairs. It is also preferable to get a resolution from the most recent board which authorizes the officer to sign the deed. A corporation cannot purchase, refinance or otherwise act as if it were continuing in business, unless the charter is reinstated. i. Suspended - If a corporation has been administratively suspended under NCGS section (suspension of charter, usually due to failure to file reports/returns or to pay fees/taxes required under Subchapter 1 of Chapter 105), then any conveyance to a purchaser would be of no effect. NCGS provides for the procedures for reinstatement or getting a receiver appointed. j. Foreign Corporation - A foreign corporation can mortgage, sell or convey property in North Carolina, notwithstanding failure to qualify to do business here. Simply owning real estate or entering into an isolated transaction is not sufficient to require qualification. However, a foreign corporation may not be able to enforce contracts made while its North Carolina authority was suspended. And a corporation that has not qualified cannot maintain an action or proceeding in the courts of this state unless it qualifies prior to trial. k. Closely-held Corporations - A corporation that has only a limited number of shareholders with stock that is publicly traded on occasion, but not on a regular basis; not privately owned firms that issue stock that is not publicly traded. Title companies have experienced an increased number of claims with closely-held corporations. The size (small number of people with control) of the closely-held corporation increases the potential for fraudulent documents to be created and used in a fraudulent conveyance. As a result, any recent amendments to operating agreements or state filings, evidence of selfdealing, or conveyance of all or substantially all corporate property will require additional precautions to assure a valid transaction. Independent verification will be required. Please advise your title insurer of any amendments to operating agreements or state filings, evidence of self-dealing or conveyance of all or substantially all corporate property. Page 3 of 13

4 IV. Limited Liability Companies ( LLC ) a. Definitions - A Limited Liability Company (LLC) is a legal business entity created or organized under state or federal law. LLCs are capable of holding and conveying interests in real property. b. Formation - An LLC is formed by filing Articles of Organization with the Secretary of State s office. An Operating Agreement sets forth how the LLC is to be managed. LLCs are a creation of state statute and each state has a comprehensive statutory scheme regulating the creation and operation of LLCs. The parties involved in the entity are usually called members. The one or more parties that operate the entity are commonly referred to as managing or operating members, although a manager may not have to be a member under state law. c. Members/Managers - The owners of an LLC are called members and they own an ownership interest in the LLC. The normal business operations of an LLC are handled by Managers. The Operating Agreement usually identifies managers of the LLC and sets forth any limitations on their authority. d. Manager s Authority - Any act apparently for carrying on in the usual way the business of the limited liability company, can be executed by a single manager, unless a third party to the transaction knows the manager lacks authority. LLC conveyances are executed by managers in NC. A manager may delegate authority for specific acts to others, so long as allowed by the Operating Agreement. Any bona fide purchaser or mortgagee is conclusively entitled to rely upon the status and managers identified on the last filed Annual Report in the office of the Secretary of State. e. Name - A limited liability company must have one of the designations limited liability company, LLC, or L.L.C. in its official name or the name under which it does business in North Carolina, as filed with the office of the Secretary of State. In any documentation of purchase, sale or mortgage by an LLC, the LLC s name must be exactly as shown in its filed Articles of Organization. Certifying attorney must to check the name in which the LLC holds or will hold title. An LLC s name and current standing can be checked with the Office of the North Carolina Secretary of State, or, for out-of-state LLCs, by locating the secretary of state (or equivalent) of their home state at the National Association of Secretaries of State, f. Existence and Good Standing - An LLC cannot acquire an interest in real property, if it is not validly formed and in existence at the time the interest is allegedly acquired. This information can be confirmed with the Secretary of State s office (See website above). g. Merger - A certified copy or Certificate from the Secretary of State regarding any merger, conversion, consolidation or amendment changing the name of the owning entity must be recorded in the office of the Register of Deeds where real property is located. h. Foreign LLCs - Foreign limited liability companies are subject not only to North Carolina rules, but to those of their home state. Like foreign corporations, they are required to qualify to do business here, but are exempted if they only hold title to a parcel of real estate or have an isolated transaction. And failure to qualify will not invalidate real estate transactions, though it may deny access to North Carolina courts. LLCs in some states Page 4 of 13

5 are organized so that someone other than a Manager may convey real property interests. This is acceptable if the certifying attorney can confirm that the executing party has proper authority. i. Dissolved - If an LLC has been administratively involuntarily dissolved under NCGS Chapter 57C, or voluntarily dissolved, but has not otherwise conveyed away title, the LLC is only empowered to distribute the property to its members or convey to a third party, acts consistent with the winding up of its affairs. Property can be conveyed by the last officers/managers/members of the corporation, but the conveyance must contain language that it done as a part of the winding up of corporate affairs. It is also preferable to get a resolution from the most recent members which authorizes the officer/manager/member to sign the deed. A company cannot purchase, refinance or otherwise act as if it were continuing in business, unless the LLC is reinstated. j. Suspended - If an LLC has been administratively suspended under NCGS section (suspension of articles or certificate of authority, usually due to failure to file reports/returns or to pay fees/taxes required under Subchapter 1 of Chapter 105) then any conveyance to a purchaser would be of no effect. NCGS provides for the procedures for reinstatement or getting a receiver appointed. V. Partnerships a. Definition A Partnership is defined as an association of two or more persons/entities to carry on a business for profit. Partnerships are capable of holding and conveying interests in real property. There are two kinds of partnerships: general and limited. b. General Partnerships - In a general partnership all the partners participate in the management and operation of partnership affairs. All partners are personally liable for the debts and obligations of the partnership. i. Formation/Existence - A general partnership is formed when two or more persons hold themselves out as an association carrying business for profit. An Assumed Name Certificate pursuant to N.C.G.S should be recorded to identify all partners of the partnership, and an amended Certificate recorded for any changes. A partnership agreement should be drafted to memorialize the operation/management of the partnership, but does not need to be recorded. Upon merger, consolidation or conversion of a general partnership with another entity required to file with the Secretary of State, a certified copy of the Articles of Merger, Consolidation or Conversion changing the name of the owning entity must be recorded in the office of the Register of Deeds in any county where real property is located. ii. Partners Authority - A partner may convey real property owned in the partnership name in the ordinary course of partnership business, subject to any limitations contained in the partnership agreement. Absent a provision otherwise in the Agreement, any conveyance not apparently for the carrying on in the usual way of the business of the partnership requires the joinder of all general partners. Page 5 of 13

6 iii. Property Vested - The exact vesting of partnership property will determine who is needed to execute a conveyance of partnership property. Property vested in the name of the partnership may be conveyed (including mortgages or encumbrances) by the partnership. Property vested in some or all partners for the partnership benefit must be conveyed by both the vested record owners (and spouses) and the partnership. Property held in the name of the partnership is not subject to lien interests of creditors of an individual partner, nor the marital interests of that partner s spouse. Each partner holds a personal property interest in the partnership itself, not a direct interest in the real property. iv. Dissolution - A dissolution, whether voluntary or by court order, of a general partnership immediately changes the relationship of the partners and terminates their authority to bind the partnership. Any conveyance of property vested in the partnership must be consistent with the winding up of partnership business. c. Limited Partnerships - A limited partnership is composed of one or more general partners and one or more limited partners. The operations and management of the partnership is in the charge of the general partner(s). The limited partners are investors and do not participate in the operations and management. Their liability is limited to their investment. i. Formation/Existence - A limited partnership is formed by filing a Certificate of Limited Partnership with the Secretary of State. Any inadequacy or failure to file as required renders the entity a general partnership, so these requirements must be strictly followed. A certified copy of any Articles of Merger, Conversion or Amendment changing the name of the owning entity must be recorded in the office of the Register of Deeds in each county in which the limited partnership owns real property. ii. Partners Authority - A general partner may convey real property owned in the partnership name in the ordinary course of partnership business. Limited partners are not authorized to convey partnership property. A limited partnership can purchase, sell or mortgage property under the same provisions as a general partnership. Thus, absent specific provisions in the partnership agreement, a conveyance outside of the ordinary course of business would require the joinder of all general partners. iii. Property Vested - Limited partnership property should be vested in the name of the limited partnership. Property vested in named partners and the limited partnership must be conveyed by both the vested record owners (and spouses) and the partnership. As with general partnerships, property held in the name of the partnership is not subject to lien interests of creditors of an individual partner, nor the marital interests of that partner s spouse. Each partner holds a personal property interest in the partnership itself, not a direct interest in the real property. iv. Foreign Limited Partnerships - A foreign limited partnership is required to register and obtain a Certificate of Authority with the North Carolina Secretary of Page 6 of 13

7 State, unless they only own a parcel of real property or entered into an isolated transaction. Failure to qualify will not impair their ability to enter into contracts nor invalidate any real estate transactions. However, a validly formed foreign limited partnership is not rendered a general partnership in North Carolina solely because of failure to obtain a Certificate of Authority. v. Names - The words limited partnership must appear in the name of the limited partnership in North Carolina. So, for a foreign limited partnership, if the name in the home state does not contain these words, the entity should register, for example, as ABC company, a (foreign state) limited partnership, doing business in North Carolina as ABC limited partnership. vi. Dissolution - A dissolution, whether voluntary or by court order, of a limited partnership immediately changes the relationship of the partners and terminates their authority to bind the partnership. Any conveyance of property vested in the partnership must be consistent with the winding up of partnership business. VI. Trusts a. Definition - A trust is a fiduciary arrangement under which property interests are conveyed by the owner (trustor) to a second party (trustee) for the purpose of holding, managing and administering the property for the benefit of a third party (beneficiary). b. Creation of a Trust - A trust can be created by an express Trust Agreement (an inter vivos trust) or pursuant to a trust in a Last Will and Testament of a decedent (a testamentary trust). The trust documents themselves must name the trustee(s) and describe their responsibilities and authority. c. Titleholder - A trust is an entity that can hold title to real property and can convey interests in real property pursuant to authority of their creating trust agreement. d. Uniform Trust Code (NCGS Chapter 36C) Creates a scheme for the management of certain trusts, including acquiring and conveying title to real property. i. Scope - The UTC is applicable to any express trust, private or charitable wherever and however created (NCGS 36C-1-102). It is applicable to both testamentary trusts, inter vivos trusts and to trusts created pursuant to an order of the court. The Act does not apply to constructive trusts, resulting trusts and other less common types of trust arrangements listed within NCGS 36C-1-102, however, it does codify prior case law permitting the creation of oral trusts (see NCGS 36C-4-407). Any oral trust must be shown by clear and convincing evidence. For the purpose of this manuscript, assume that any reference to a trust is to a trust created by an express trust document executed by the trustor with the intent to create an express trust and in the form most commonly encountered by real property practitioners. ii. Vesting Title in a Trust - It has long been the preferred method that conveyances to the trust should be made to the entity acting as trustee. However, it is fairly common to see instruments of conveyance showing the trust as the grantee rather than the individual trustee. NCGS resolved this issue by allowing a deed to convey property to either a trust or a trustee of the trust. Page 7 of 13

8 iii. Conveyance of Real Property - The UTC grants trustees broad powers with regard to real property. The general grant of authority in the Act is that the trustee may, without a court order and except as limited by the terms of the trust, exercise all powers over trust property that an unmarried competent owner has over individually owned property (NCGS 36C-8-815). This authority is clarified and not limited by the provisions of NCGS 36C which provides an extensive list of specific powers. Among these specific powers are the following: To acquire, or sell property for cash or credit, at public or private sale; To exchange, partition or otherwise change the nature of trust property; To borrow money, with or without security and mortgage or pledge trust property for a period within or extending beyond the duration of the trust; To make repairs, alterations or improvements to real property; To subdivide and develop land; To dedicate land to public use; To grant public or private easements; To make contracts, licenses, leases, conveyances or grants of every nature and kind with respect to crops, gravel, sand, oil, gas, timber or other natural resources; and To grant or make an option involving the sale, acquisition, lease or other disposition of trust property. Because all general and specific powers of the trustee are subject to restriction in the trust document, one cannot rely on the authorities provided for in the statute alone. However the Act does provide for reliance on the acts of the trustee claiming authority to act in a particular manner as discussed herein below. iv. Co-Trustees - The Act also clarifies and defines the role that co-trustees play in administering trust property. Though generally consistent with the former statute (NCGS 36A-73(d)), the UTC better describes when a co-trustee may act. Essentially, the new rules (set forth in NCGS 36C-7-7-3) are as follows: 1. Unanimity is required for two trustees to act; 2. A majority decision is required where there are more than two trustees; 3. If a vacancy occurs, the remaining trustees may exercise all trustee powers unless limited by the terms of the trust; and 4. If a co-trustee is unavailable to act due to absence, illness, disqualification under law or other temporary incapacity AND prompt action is necessary, the remaining co-trustee or a majority of the remaining cotrustees may act for the trust. v. Beneficiary Ratification - The UTC changes North Carolina law by providing that a beneficiary may relieve the trustee of liability for a breach of the trust terms (see Page 8 of 13

9 NCGS 36C ). The ability of the beneficiary to acknowledge the acts of the trustee is broader under the new provision in the UTC. The provision in the former NCGS 36A-79 limited the ability of the beneficiary to sanction certain acts (regarding the loan of trust funds, the investment of trust funds and self-dealing). The former statute also required a written instrument in order to relieve the trustee of liability. Proper ratification under the UTC requires an affirmative act on the part of the beneficiary and the mere failure to object is not sufficient. In a real property transaction that would otherwise violate the terms of the trust, the joinder of the beneficiary in the deed or deed of trust would be advisable. vi. Reliance on Trustee/Certification of Trust - Another significant change within the UTC is that third party purchasers, other than beneficiaries of the trust, who, in good faith, deal with the trustee, are not required to inquire into the extent of the trustee s powers (see NCGS 36C ). The comments to this section of the Act indicate that it is the intent of the drafters that this provision negates the rule followed by some courts charging third parties with constructive knowledge of the trust document and its contents. The former rule in North Carolina was that a person dealing with a trustee was charged with constructive notice of facts which a reasonable investigation would disclose, including a trust instrument (See Kaplan v. First Union National Bank, 99 N.C. App. 570, 393 S.E.2d 344 (1990)). Under the UTC then, third parties dealing in good faith are not presumed to have knowledge of the contents of the trust document and the third party may assume that the trustee has the requisite authority. Nevertheless, the UTC contemplates that such reliance may not be palatable to some and provides an additional measure for verifying the authority of the trustee. NCGS 36C provides authority for a Certification of Trust as another layer of protection (see Comment to NCGS 36C ), such that it will be unnecessary for a third party to gain access to the actual trust document. Included as GS 36C (f) is the statement that knowledge may not be inferred solely from the fact that the person relying on the certification holds a copy of all or part of the trust instrument. This creates a heavy burden to impute knowledge to a third party relying on a Certification of Trust, even if the third party has a copy of the trust document. However, the UTC indicates that a person has knowledge when the person has actual knowledge, has received notice of a fact or has reason to know a fact based on circumstances and facts known to the person (see NCGS 36C-1-104). Indeed, the Act seems to provide a disincentive to requesting a copy of the trust document. Reliance on the certification of the trustee does seem to provide the necessary shield to the buyer who is without knowledge. The attorney would be well-advised however to review any copies of the trust document(s) that may be provided and to continue to consider the authority of the trustee when the opportunity to do so arises. Page 9 of 13

10 e. Business Trust - A business trust is an unincorporated association, including but not limited to a Massachusetts business trust, engaged in any business or trade under a written instrument or declaration of trust under which the beneficial interest therein is divided into shares represented by certificates or shares of beneficial interest (NCGS 39-44). A business trust can hold title to real property and can convey interests in real property pursuant to the authority of their creating trust instruments. Property may be conveyed into either (1) the trust name or (2) in the names of its trustees in their capacity as trustees of the business trust. Conveyances are made in the trust s name and executed by at least one of its trustees, its president, a vice president or other duly authorized officer and attested by its secretary, assistant secretary or other such officer as is the custodian of its common seal, when the seal is affixed. Prior to any conveyance, a memorandum of the written instrument or declaration of trust must be recorded in the registry of the county wherein the land lies (NCGS 39-46). The memorandum must set forth the name, date and place of filing, if any, of the written instrument or declaration of trust, and the place upon which the written instrument or declaration of trust is kept and may be examined upon reasonable notice. VII. Red Flags The existence of any of the following factors indicate the potential for an issue with the authority of a person executing on behalf of an entity. Extra caution is required to protect the parties to the transaction. Note any such factors in an opinion on title and advise your title insurer of the situation. a. State Filing Change - A recent change in the state filings of the entity that adds or deletes parties with authority or a change in the trust instrument or partnership/llc agreement that attempts to do the same. b. Self-Dealing - Any transaction that involves conveying or mortgaging of Land by or to an officer of a corporation, partner of a partnership, member of an LLC or parties to a trust must be approved by state counsel. c. Foreign Executions - When Directors or other entity officials are not located in the United States or the corporate documents reveal the owners are not located in the United States. d. Amendment to Partnership - Any recent amendment to the partnership agreement adding or deleting parties to the partnership. e. Amendment to LLC - Any recent amendment to the LLC agreement adding or deleting members or managing members. f. Amendment to Trust - Any recent amendment to the Trust agreement adding or deleting trustees or beneficiaries. Page 10 of 13

11 g. Name Variation - Any variation in name, no matter how minor, in chain of title or the documentation submitted to support the chain of title. h. No Financing - Any recent conveyance without corresponding financing. Page 11 of 13

12 EXHIBIT A Certification of Trust NCGS 36C outlines the contents of and information about reliance upon a certification of trust: (a) Instead of furnishing a copy of the trust instrument to a person other than a beneficiary, the trustee may furnish to the person a certification of trust containing the following information: (1) The existence of the trust and the date the trust instrument was executed; (2) The identity of the settlor, unless withheld under a provision in the trust instrument; (3) The identity and address of the currently acting trustee; (4) The powers of the trustee; (5) The revocability or irrevocability of the trust and the identity of any person holding a power to revoke the trust; (6) The authority of co-trustees to sign or otherwise authenticate and whether all or less than all are required in order to exercise powers of the trustee; (7) The trust's taxpayer identification number; and (8) The manner of taking title to trust property. (b) Any trustee may sign or otherwise authenticate a certification of trust. (c) A certification of trust must state that the trust has not been revoked, modified, or amended in any manner that would cause the representations contained in the certification of trust to be incorrect. (d) A certification of trust need not contain the dispositive terms of a trust. (e) A recipient of a certification of trust may require the trustee to furnish copies of those excerpts from the original trust instrument and later amendments that designate the trustee and confer upon the trustee the power to act in the pending transaction. Page 12 of 13

13 (f) A person who acts in reliance upon a certification of trust without knowledge that the representations contained in the certification are incorrect is not liable to any person for so acting and may assume without inquiry the existence of the facts contained in the certification. Knowledge of the terms of the trust may not be inferred solely from the fact that the person relying upon the certification holds a copy of all or part of the trust instrument. (g) A person who in good faith enters into a transaction in reliance upon a certification of trust may enforce the transaction against the trust property as if the representations contained in the certification were correct. (h) A person making a demand for the trust instrument in addition to a certification of trust or excerpts is liable for damages if the court determines that the person did not act in good faith in demanding the trust instrument. (i) This section does not limit the right of a person to obtain a copy of the trust instrument in a judicial proceeding concerning the trust. (j) In transactions involving real property, a person who acts in reliance upon a certification of trust may require that the certification of trust be executed and acknowledged in a manner that will permit its registration in the office of the register of deeds in the county where the real property is located. The certification of trust need not contain the trust's taxpayer identification number if that taxpayer identification number is also the social security number of a grantor. However, the trust's taxpayer identification number shall be certified by the trustee to the person acting in reliance upon the certification of trust in a manner reasonably satisfactory to that person. Page 13 of 13