§ 3223. Statement of partnership authority
(a) A partnership may file a statement of partnership authority, which:
(1) must 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 3205(c) of this title 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, so 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, so 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) of this section and sections
3264 and 3275 of this title, 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 canceled, a filed statement of partnership authority is canceled by
operation of law five years after the date on which the statement, or the most recent
amendment, was filed with the Secretary of State. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)