----- Message from "Joel Huston" <joel@hoganlawoffice.net> on Tue, 12 Dec 2006 10:05:59 -0600 -----

To:	<realestate@iabar.org>
Subject:	title issue

I am examining abstracts for several pieces of property that my client is purchasing from XYZ corporation (which is a foreign corporation).  The problem is that title to all of the property is in ABC corporation, which was administratively dissolved in 2002.  I have been informed by XYZ corporation’s real estate counsel that XYZ bought all of ABC’s assets several years ago, but no deeds from ABC to XYZ were ever drawn up or filed, nor has there been any other instrument filed of record documenting the transaction.  I have required a validly executed deed from ABC to XYZ.  
 
One of the problems that I have is that this was an asset purchase, and not a corporate merger.  There should have been a declaration of value filed and transfer tax paid.  However, there is the obvious hurdle of the fact that ABC no longer exists.  Any ideas on how this should be cleaned up?  I would appreciate any advice.
 
Sincerely,
 
Joel D. Huston
Attorney at Law
HOGAN LAW OFFICE
3101 Ingersoll Ave.
Des Moines, IA 50312
Phone:  (515) 279-9059
Cell:  (515) 205-7103
Fax:  (515) 277-5836
E-mail:  joel@hoganlawoffice.net
 
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