Many out-of-state attorneys and real estate professionals are unfamiliar with the existence of registered land in Massachusetts. Approximately 15 to 20% of Massachusetts land is registered, meaning that title is certified by the Commonwealth, the description of the land and a list of all encumbrances is found on a certificate of title issued by the Land Court, and documents affecting such land must be filed with the Registry District of the Land Court having jurisdiction over the county (or portion of the county) in which the land is located. Although registered land systems have existed in several states, they are currently used extensively only in Massachusetts and Minnesota.
How does one determine whether Massachusetts land is registered? Legal descriptions of registered land will include a reference to a Land Court Plan, and documents accepted for filing (such as mortgages and easements) will be assigned a Document Number, rather than a book and page number. It is not unusual for a property to be comprised of both parcels of registered land and parcels of non-registered land (sometimes referred to as “recorded land”). In such cases, all documents affecting the property, such as deeds, mortgages and easements, must be both filed with the Registry District of the Land Court and recorded with the Registry of Deeds.
The Land Court has promulgated 136 pages of Guidelines on Registered Land, last updated on February 27, 2009. Land Court personnel strictly follow these Guidelines in determining whether to accept documents for filing. The following are some of the traps for the unwary:
Authority of Signatories - These requirements are likely to trip up the uninitiated. There are separate, specific requirements for limited liability companies, limited partnerships, and trusts. For example, documents filed on behalf of an LLC must generally be accompanied by a good standing certificate issued by the Massachusetts Secretary of State within the past 60 days and signed by the LLC’s Manager, or a person authorized to execute documents affecting interests in real property shown on the good standing certificate. Note that Land Court Guidelines do not address corporate authority, the Land Court instead relying on G.L.C 156D, S 8.46, which requires recorded corporate documents to be signed by the president or a vice president, and the treasurer or an assistant treasurer, absent which a corporate vote is required.
UCC Financing Statements – UCC financing statements should be signed by the debtor unless they are filed simultaneously with related loan documents (such as a mortgage) as part of the same transaction and those related documents have been signed by the debtor. Otherwise, the financing statement will be filed by the Land Court, but a marginal notation will be made on the certificate of title stating “Unsigned, no proof of authorization supplied.”
Condominium Documents – The condominium master deed and related instruments and plans creating a condominium must be approved by the Land Court prior to thier filing in the Registry District if any portion of the land forming the condominium is registered. However, if only a portion of the land is registered, the condominium declarant has the right to withdraw the registered land from registration pursuant to G.L.C. 183A, S 16 by filing with the Land Court, in which case approval of the condominium documents is not required, and they may be recorded only on the unregistered side of the Registry of Deeds.
Return of Original Documents – The Registry Districts retain original documents accepted for filing rather than returning them as is the case with recorded land. When a party such as a mortgagee expects the return of the original document, the best that can be done is to obtain a certified copy of such document from the Registry District.
Only a few of the more commonly encountered aspects of registered land have been addressed here. Those needing more information should consult with a knowledgeable real estate attorney, their title insurance company, or directly with the Land Court.