(a) General rule.--A partnership may deliver to the department for filing a certificate of partnership authority. The certificate:
(1) must include the name of the partnership and:
(i) if the partnership is not a registered foreign limited liability partnership, the street and mailing addresses of its principal office; or
(ii) if the partnership is a registered foreign limited liability partnership, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office;
(2) with respect to any position that exists in or with respect to the partnership, may state the authority, or limitations on the authority, of all persons holding the position to:
(i) sign an instrument transferring real property held in the name of the partnership; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the partnership; and
(3) may state the authority, or limitations on the authority, of a specific person to:
(i) sign an instrument transferring real property held in the name of the partnership; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the partnership.
(b) Amendment or cancellation.--To amend or cancel a certificate of authority filed by the department, a partnership must deliver to the department for filing an amendment or cancellation stating:
(1) the name of the partnership;
(2) if the partnership is not a registered foreign limited liability partnership, the street and mailing addresses of the partnership's principal office;
(3) if the partnership is a registered foreign limited liability partnership, subject to section 109, the address, including street and number, if any, of its registered office;
(4) the date the certificate being affected became effective; and
(5) the contents of the amendment or a statement that the certificate is canceled.
(c) Effect of certificate.--A certificate of authority:
(1) affects only the power of a person to bind a partnership to persons that are not partners; and
(2) is not binding on the department for purposes of the administration of this title or any other provision of law.
(d) Effect of limitation on authority.--Subject to subsection (c) and section 8413(d)(1) (relating to knowledge and notice), and except as provided in subsections (f), (g) and (h), a limitation on the authority of a person or a position contained in an effective certificate of authority is not by itself evidence of any person's knowledge or notice of the limitation.
(e) Authority not relating to real property.--A grant of authority not pertaining to transfers of real property and contained in an effective certificate of authority is conclusive in favor of a person that gives value in reliance on the grant, unless when the person gives value:
(1) the person has knowledge to the contrary;
(2) the certificate has been canceled or restrictively amended under subsection (b); or
(3) a limitation on the grant is contained in another certificate of authority that became effective after the certificate containing the grant became effective.
(f) Authority relating to real property.--An effective certificate of authority that grants authority to transfer real property held in the name of the partnership, a certified copy of which certificate is recorded in the office of the recorder of deeds for the county in which the real property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
(1) the certificate has been canceled or restrictively amended under subsection (b), and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the recorder of deeds for the county in which the real property is located; or
(2) a limitation on the grant is contained in another certificate of authority that became effective after the certificate containing the grant became effective and a certified copy of the later-effective certificate is recorded in the office of the recorder of deeds for the county in which the real property is located.
(g) Constructive knowledge of limitation.--Subject to subsection (c), if a certified copy of an effective certificate containing a limitation on the authority to transfer real property held in the name of a partnership is recorded in the office of the recorder of deeds for the county in which real property is located, all persons are deemed to know of the limitation.
(h) Effect of certificate of dissolution.--Subject to subsection (i), an effective certificate of dissolution is a cancellation of any filed certificate of authority for the purposes of subsection (f) and is a limitation on authority for purposes of subsection (g).
(i) Post-dissolution certificate of authority.--After a certificate of dissolution becomes effective, a partnership may deliver to the department for filing and, if appropriate, may record a certificate of authority that is designated as a post-dissolution certificate of authority. The certificate operates as provided in subsections (f) and (g).
(j) Cancellation by operation of law.--Unless canceled earlier, an effective certificate of authority is canceled by operation of law five years after the date on which the certificate, or its most recent amendment, becomes effective. The cancellation is effective without recording under subsection (f) or (g).
(k) Effect of certificate of denial.--An effective certificate of denial under section 8434 (relating to certificate of denial):
(1) operates as a restrictive amendment under this section and a certified copy may be recorded as provided in subsection (f)(1) by the partnership or the person that delivered the certificate of denial to the department for filing; and
(2) affects only the authority of a person to bind a partnership with respect to persons that are not partners.
(l) Foreign partnerships.--A foreign partnership, regardless of whether it is registered to do business in this Commonwealth, may deliver a certificate of authority to the department for filing and may record a copy as provided in this section in the same manner and with the same effect is if it were a domestic partnership.
(m) Cross references.--See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8418 (relating to signing of filed documents).
Section 8482 (relating to winding up and filing of certificates).