§ 45-15-03 — (303) Statement of partnership authority

1. A partnership may file with the secretary of state, along with the fees provided in
section 45-13-05, a statement of partnership authority which:
a. Must include:

(1) The name of the partnership;
(2) The street address of the partnership's principal executive office and of one
office in this state, if there is one;
(3) The name and mailing address of each partner;
(4) The name of the registered agent of the partnership as provided in chapter
10-01.1 and, if a noncommercial registered agent, the address of the
noncommercial registered agent in this state;
(5) The name of each partner authorized to execute an instrument transferring
real property held in the name of the partnership; and
(6) The nature of business to be transacted.
b. 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 filed statement of partnership authority is executed pursuant to subsection 3 of
section 45-13-05 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 3 and 4.
3. Except as otherwise provided in subsection 6, 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.
4. 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.
5. Except as otherwise provided in subsections 3 and 4 and sections 45-19-04 and
45-20-05, 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.
6. 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.