Applicability to Uniform Commercial Code.

- O.C.G.A. § 14-5-7 applies to the release of instruments securing interests in real property and interests created under former Article 9 of the Uniform Commercial Code ( § 11-9-101 et seq.). Goger v. Merchants Bank (In re Feifer Indus., Inc.), 155 Bankr. 256 (Bankr. N.D. Ga. 1993).

Corporate seal not requirement for valid corporate assignment of deed.

- Unlike the current version of O.C.G.A. § 14-5-7, the prior version (effective until June 30, 2011) lacked explicit language that a corporate seal was not required for a conclusively valid corporate conveyance; yet, the applicable Georgia law still revealed that a corporate seal was not a requirement for a valid corporate assignment of deed. Foster v. Homeward Residential Inc. (In re Foster), 500 Bankr. 197 (Bankr. N.D. Ga. 2013).

No presumption of officers' authority without corporate seal.

- If the corporate seal does not appear upon a deed executed by the president of a corporation and attested by the secretary, there is no presumption as to the officers' authority to execute it. Village Creations, Ltd. v. Crawfordville Enters., Inc., 232 Ga. 131, 206 S.E.2d 3 (1974).

Mere parol evidence is insufficient to prove authority.

- In the absence of the corporate seal, mere parol evidence indicating that one is the president of the corporation involved in the transaction is insufficient to prove the authority to transfer. In re Gray, 7 Bankr. 535 (Bankr. M.D. Ga. 1980).

Fraudulent deed was facially regular and operated to release security interest.

- A 2003 warranty deed that operated to release a prior lender's security interest in the property was not a forgery but was signed by someone fraudulently assuming the authority of an officer of the prior lender and was regular on the deed's face. Therefore, a subsequent lender that foreclosed on the property and purchased the property at the foreclosure sale was a bona fide purchaser for value entitled to take the property free of the prior lender's security interest. Deutsche Bank Nat'l Trust Co. v. JP Morgan Chase Bank, N.A., 307 Ga. App. 307, 704 S.E.2d 823 (2010).

Warranty deeds.

- Although warranty deeds were not conclusive evidence of a vice president's authority under the statute, there was no reversible error since the lender did not rely on the warranty deeds but on the opinion of counsel and the marked insurance binder. The lender was also a bona fide purchaser and would not be divested of its interest in the properties. R.W. Holdco, Inc. v. SCI/RW Holdco, Inc., 250 Ga. App. 414, 551 S.E.2d 826 (2001).

Cited in Merrill v. Knight State Bank, 721 F.2d 1321 (11th Cir. 1983); Bald Mt. Park v. Oliver, 863 F.2d 1560 (11th Cir. 1989); Stoudemire v. HSBC Bank USA, N.A., 333 Ga. App. 374, 776 S.E.2d 483 (2015).

Cancellation of security deeds and writs of execution from record.

- 1972 Op. Att'y Gen. No. U72-79.

Cancellation of deeds to secure debt.

- Under Ga. L. 1986, p. 754, amending O.C.G.A. §§ 44-14-3 and44-14-67, dealing with deeds to secure debt and their cancellation, the release of corporate security interests in real property or security interests under the UCC, signed by an officer or delegated agent, as provided in O.C.G.A. § 14-5-7(b), will continue to constitute conclusive evidence of corporate authorization for the release, and when the clerk is presented with such a release apparently so signed, in the absence of overt signs of impropriety, it should be accepted for recording. 1986 Op. Att'y Gen. No. 86-17.

Am. Jur. 2d.

- 188 Am. Jur. 2d, Corporations, § 2005.

C.J.S.

- 19 C.J.S., Corporations, § 745.