The entity papers that prove who the borrower is and who can bind it: formation certificates, operating or partnership agreements, resolutions, and incumbency certificates.
The longer version
For a single-purpose borrower the set usually includes the certificate of formation, the operating agreement with any special-purpose provisions the lender required, resolutions authorizing the loan, an incumbency certificate identifying signers, and good standing certificates from the formation and property states.
These documents come from the borrower's side and are scattered across sponsors, counsel, and registered agents, which makes collecting current versions one of the most common early-closing chases.
In Prodeal
The borrower's team uploads directly against the request list, so the current versions collect in one place with a timestamped record of who provided what.
Common questions
- What organizational documents does a lender need?
- Formation certificates, operating or partnership agreements, good standing certificates, and resolutions or consents authorizing the loan, for the borrower and each entity guarantor, back up the chain to whoever signs.
- Why do lenders review the operating agreement?
- To confirm who can bind the borrower, that the loan is permitted, and that single-purpose entity provisions are in place. A signature from someone without authority is an enforceability problem.
- What is a borrowing resolution?
- A consent or resolution by the entity's managers or members authorizing the loan and naming who may sign. Lenders require it so the authority is documented, not assumed.
- The commercial loan closing checklistWhat goes on the list and who owns each line.
- The CRE due diligence checklistEvery phase of diligence, organized the way deals close.
- Setting up a data room for a loan closingThe folder skeleton and the first hour.
- Loan closing softwareWhere this item is cleared before funding.