Sec. 34-324. Statement of partnership authority.
Sec. 34-324. Statement of partnership authority. (a) A partnership may file a
statement of partnership authority, which:
(1) Shall include: (A) The name of the partnership; (B) the street address of its chief
executive office and of one office in this state, if there is one; (C) the names and mailing
addresses of all of the partners or of an agent appointed and maintained by the partnership
for the purpose of subsection (b) of this section; and (D) the names of the partners
authorized to execute an instrument transferring real property held in the name of the
partnership; and
(2) May state the authority, or limitations on the authority, of some or all of the
partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain
a list of the names and mailing addresses of all of the partners and make it available to
any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to subsection
(c) of section 34-305 and states the name of the partnership but does not contain all of the
other information required by subsection (a) of this section, the statement nevertheless
operates with respect to a person not a partner as provided in subsections (d) and (e) of
this section.
(d) Except as otherwise provided in subsection (g) of this section, a filed statement
of partnership authority supplements the authority of a partner to enter into transactions
on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed
statement of partnership authority is conclusive in favor of a person who gives value
without knowledge to the contrary, as long as and to the extent that a limitation on
that authority is not then contained in another filed statement. A filed cancellation of a
limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership
contained in a certified copy of a filed statement of partnership authority recorded in
the office for recording transfers of that real property is conclusive in favor of a person
who gives value without knowledge to the contrary, as long as and to the extent that a
certified copy of a filed statement containing a limitation on that authority is not then
of record in the office for recording transfers of that real property. The recording in the
office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a
partner to transfer real property held in the name of the partnership if a certified copy
of the filed statement containing the limitation on authority is of record in the office for
recording transfers of that real property.
(f) Except as otherwise provided in subsections (d) and (e) and sections 34-365 and
34-376, a person not a partner is not deemed to know of a limitation on the authority of
a partner merely because the limitation is contained in a filed statement.
(g) Unless earlier cancelled, a filed statement of partnership authority is cancelled
by operation of law five years after the date on which the statement, or the most recent
amendment, was filed with the Secretary of the State.
(P.A. 95-341, S. 15, 58; P.A. 06-196, S. 268.)
History: P.A. 95-341 effective July 1, 1997; P.A. 06-196 made technical changes in Subsec. (d), effective June 7, 2006.