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ENTITIES
ENTITIES are commonly used in commercial real estate transactions to hold title, enter contracts, incur obligations, and allocate rights and liabilities. Transactions commonly require a legally recognized owner or contracting party, often an entity, capable of owning property, signing documents, and appearing in public records.
EDA prepares, submits, and updates entity filings strictly based on your written instructions and the requirements of the applicable jurisdiction.
HOW EDA OPERATES
- How EDA Starts Work
EDA starts entity-related administrative work only after receiving written instructions from you or your authorized advisors. If those written instructions are incomplete, inconsistent, or unclear, work may pause until revised written instructions are received.
- What EDA Does Not Track
EDA does not track deadlines, send reminders, monitor requirements, or warn you about actions that may be needed. You and your authorized advisors remain responsible for identifying, timing, and handling those requirements.
- What EDA Relies On
EDA works from the information and records you provide and from public records retrieved for the transaction. It does not independently verify whether that information or those records are accurate, correct, complete, or current.
- How EDA Handles Requests
EDA does not stay actively involved in entity-related matters from beginning to end. Instead, it performs only the specific administrative actions identified in written instructions from you or your authorized advisors. If additional administrative actions are needed later, EDA can handle them within the same engagement if the request is clearly tied to that transaction—including requests that arise later in the process or after closing. If a request is not clearly tied to thattransaction, a separate engagement is needed.
ADMINISTRATIVE ACTIONS
- Formation
Formation applies when a new legal entity must be established for use in a commercial real estate transaction.
EDA does not determine formation structure, formation terms, or filing language. Any structure, provisions, or language reflected in formation filings must be supplied or approved in writing by you or your authorized advisors.
Includes:
- Formation of LLC, Corporation, Partnership, LP, and LLP entities
- Confirmation of entity name availability
- Preparation and submission of standard formation filings
- Delivery of state-stamped formation documents
- SPE Setup
SPE Setup applies when a single-asset or Single-Purpose / Special-Purpose Entity (SPE) structure must be reflected in public-record formation or amendment filings.
EDA does not design SPE structures, determine requirements, select provisions, or author legal language. Any SPE-related provisions reflected in public filings must be supplied or approved in writing by you, your lender, or your legal counsel.
Includes:
- Preparation and submission of formation or amendment filings reflecting single-asset or SPE provisions
- Administrative filing of bankruptcy-remote or separateness provisions where included in the supplied filing language
- Administrative filing of springing member or similar provisions where included in the supplied filing language
- Administrative incorporation of lender-specified filing requirements into public-record filings
- Multi-Entity Setup
Multi-Entity Setup applies when multiple legal entities—holding, property-level, operating, or related entities—must be formed, qualified, or updated as part of a single transaction.
EDA does not design entity structures, determine inter-entity relationships, select jurisdictions, or sequence filings. Any structure, relationship mapping, jurisdiction selection, sequencing, effective dates, and filing language must be supplied or approved in writing by you or your authorized advisors.
Includes:
- Administrative preparation and submission of formation, qualification, and amendment filings for multiple related entities
- Administrative handling of jurisdiction selections exactly as specified in written instructions
- Administrative handling of filing order and effective dates exactly as specified in written instructions
- Administrative handling of signatory and role information as supplied in writing
- Alignment of administrative reference details across related entity filings (names, jurisdictions, addresses, registered agent data, identifiers)
- Delivery of state-stamped filings and administrative records for all entities within scope
- Foreign Qualification
Foreign Qualification applies when an existing entity must be registered to transact business in one or more additional jurisdictions—typically where they do business or hold property.
EDA does not determine where an entity must qualify or whether qualification is required. Jurisdictions must be identified in writing by you or your authorized advisors.
Includes:
- Registration of entities as foreign or domestic entities in additional states
- Obtaining certificates of good standing, certified copies, and other supporting documents
- Preparation and submission of withdrawals, terminations, or cancellations of registrations
- Administrative Normalization
Administrative Normalization applies when public-record filings must be updated, corrected, or conformed to reflect information you supply for the transaction.
EDA does not determine whether changes are legally required or advisable and does not validate the accuracy, completeness, or legal effect of any updated information. The specific changes, effective dates (if any), and filing language must be supplied or approved in writing by you or your authorized advisors.
Includes:
- Filing updates to responsible parties or key contacts
- Filing changes to management, authorized signers, or governing roles
- Filing ownership or control information required by state agencies
- Filing consolidations, corrections, or replacements of existing public documents
- Administrative Status & Standing Filings
Administrative Status & Standing Filings apply when transaction workflows require administrative status actions or official records from government agencies.
EDA does not determine what is required, what is sufficient, or what satisfies any lender, title, bank, counterparty, or legal requirement. The specific requests, jurisdictions, entity details, and any filing language or representations must be supplied or approved in writing by you or your authorized advisors.
Includes:
- Obtaining EINs from the IRS using your supplied information
- Receipt and forwarding of IRS EIN confirmation notices (including CP575A)
- Filing administrative amendments with state agencies
- Obtaining certified copies of state-filed documents
- Obtaining certificates of good standing
- BOI Reporting
BOI Reporting applies when beneficial ownership information is required to be reported pursuant to the Corporate Transparency Act and regulations administered by FinCEN.
EDA does not determine BOI applicability, interpret exemptions, advise on compliance, or confirm the accuracy or completeness of BOI information. EDA does not perform identity verification, diligence, screening, or monitoring in connection with BOI reporting and does not provide AML, KYC, or compliance services; EDA’s role, when expressly instructed, is limited to administrative entry and submission of information exactly as supplied and approved in writing by you or your authorized advisors. All BOI-related determinations remain the responsibility of you and your authorized advisors.
If you expressly instruct EDA in writing to provide administrative submission assistance—and you supply all required BOI information—EDA can administratively enter and submit the information exactly as supplied and approved by you or your authorized advisors. You remain solely responsible for ensuring the accuracy and completeness of all information filed with FinCEN.
Because most states do not require ownership information for entity formation, EDA does not request or retain ownership data except where expressly supplied for BOI submission or expressly required by state law. EDA does not maintain BOI records beyond the transaction.
For current information and regulatory updates, refer to FinCEN’s official resources: https://www.fincen.gov/boi