§ 7-64-303 — Statement of partnership authority

(1) A partnership may
deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this
title, a statement of partnership authority, which statement shall include:

(a) The true name of the partnership;

(b) The principal office address of its principal office, if any, or, if it has no
principal office, the street address, and, if different, the mailing address, of its chief
executive office, and, in either case, the street address, and, if different, the mailing
address, of one office in this state, if there is one; and

(c) The true names or a description of the partners as to which the
partnership makes a statement of partnership authority to execute an instrument
transferring real property held in the name of the partnership or to enter into other
transactions on behalf of the partnership and the authority, or limitations on
authority, of such partners, which authority and limitations may vary among such
partners as such variations are stated in the statement of partnership authority.

(2) If a filed statement of partnership authority states the true name of the
partnership but does not contain all of the other information required by subsection
(1) of this section, the statement nevertheless operates with respect to a person not
a partner as provided in subsections (3) and (4) of this section.

(3) A filed statement of partnership authority is prima facie evidence of the
existence of the partnership and of the facts stated therein and supplements the
authority of a partner to enter into transactions on behalf of the partnership as
follows:

(a) 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 notice to the contrary, so long as and to the extent that a limitation on
that authority is not then contained in that or another filed statement. A filed
cancellation of a limitation on authority revives the previous grant of authority.

(b) A grant of authority to transfer real property held in the true name of the
partnership, contained in a 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 having notice to the contrary, so long as
and to the extent that a 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 copy of a filed statement canceling a limitation on authority revives the previous
grant of authority.

(4) A person not a partner has notice of a limitation on the authority of a
partner to transfer real property held in the true name of the partnership if a copy
of a filed statement containing the limitation on authority is of record in the office
for recording transfers of that real property.

(5) Except as otherwise provided in subsections (3) and (4) of this section
and in sections 7-64-704 (3) and 7-64-805 (3), a person not a partner does not have
notice of a limitation on the authority of a partner merely because the limitation is
contained in a filed statement.

Legislative History

Source: L. 97: Entire article added, p. 876, � 1, effective January 1, 1998. L. 2000: (1)(a)(I), (3), (4)(b), and (5) amended, p. 955, � 30, effective July 1. L. 2002: IP(1) amended, p. 1826, � 54, effective July 1; IP(1) amended, p. 1690, � 52, effective October 1. L. 2003: (1)(a)(I), (1)(a)(II), (3), (4)(b), and (5) amended, p. 2252, � 153, effective July 1, 2004. L. 2004: Entire section amended, p. 1449, � 156, effective July 1.