Warranty Deed - Limited Liability Company to Corporation - Utah 2025

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If your LLC members decide to sell the entire business, file a Form 8822-B, Change of Address or Responsible Party Business, with the IRS within 60 days of the sale. This form reflects that another party is now responsible for the business.
The main difference between these deeds is that general warranty deeds apply to the entire history of a piece of land while special warranty deeds only cover the period of time that the previous owner (the grantor) has held the land. As such, special warranty deeds offer fewer protections to a grantee.
Pursuant to Utah Code 16-10a-1533, any foreign corporation may become a domestic company by filing Articles of Domestication.
A special warranty deed protects sellers from title claims or encumbrances prior to ownership, but buyers are responsible if any claims should arise. The best level of protection for a buyer is a general warranty deed and an owners title insurance policy. Lenders typically require a lenders title insurance policy.
Special Warranty Deed - In contrast to a general warranty deed, a special warranty deed limits the liability of the grantor by warranting only what the deed explicitly states. A special warranty deed has practically the same effect as a quitclaim deed.

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The main disadvantages include limited protection for buyers, who may inherit claims or issues from before the sellers ownership. Buyers must investigate the propertys history, which could lead to unexpected costs or unresolved liens.

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