§ 486A.303 — Statement of partnership authority

Iowa § 486A.303

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 486A: UNIFORM PARTNERSHIP ACT

Text

1. A partnership may file a statement of partnership authority as provided in this
subsection.
a. The statement of partnership authority must include all of the following:
(1) The name of the partnership.
(2) The street address of its chief executive office and of one office in this state, if there
is one.
(3) 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 2.
(4) The names of the partners authorized to execute an instrument transferring real
property held in the name of the partnership.
b. The statement of partnership authority 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.
2. 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.
3. If a filed statement of partnership authority is executed pursuant to section 486A.105,
subsection 3, and states the name of the partnership but does not contain all of the other
information required by subsection 1, the statement nevertheless operates with respect to a
person not a partner as provided in subsections 4 and 5.
§486A.303, UNIFORM PARTNERSHIP ACT 8
4. Except as otherwise provided in subsection 7, a filed statement of partnership authority
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 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.
b. 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.
5. 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.
6. Except as otherwise provided in subsections 4 and 5 and sections 486A.704 and
486A.805, 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.
7. A statement of partnership authority filed by the secretary of state is effective until
amended or canceled, unless an earlier cancellation date is specified in the statement.