Bulletin: NY000065

Dear Associates:

The following exception is to be raised where a transfer or mortgage is to be made by a limited liability company ("LLC"):

Limited Liability Companies L-21

L-21 Limited Liability Company or Limited Liability Partnership in title; or mortgaging

L-21 Proof is required as to the following with regard to _____(N.)_____, a Limited Liability (Company)(Partnership):

1. Proof of due formation:
   
   proof of filing of the Articles of Organization with the Secretary of State;
   
   proof of publication of the Articles of Organization (or a notice containing the substance of the articles)
   
   
2. Articles of Organization and Operating Agreement must be produced and reviewed; additional exceptions may be raised upon review of same;
   
   
3.  Proof is required that there has been no change in the make-up or composition of the organization, and that there have been no amendment made to the Articles of Organization or Operating Agreement;
   
   
4. Proof is required that the party or parties executing instruments on behalf of the organization have authority to act;
   
   
5. Proof of payment of New York State Franchise Fees (see Tax Law §658-c);
   
   
6. Proof of payment of New York City Annual Fee (see Tax Law §1304-c).

A prototype draft of a Certificate of Authority, which deals with clearance of items "c" and "d" in Exception L-21, is annexed to this Bulletin.