§ 61-1-303 — 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 a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and (C) 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 filed statement of partnership authority is executed pursuant to § 61-1-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (c) and (d). (c) Except as otherwise provided in subsection (f), 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 of the register of deeds in the county where that real property is located 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 of the register of deeds in the county where that real property is located. The recording in the office of the register of deeds in the county where that real property is located of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. (d) 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. (e) Except as otherwise provided in subsections (c) and (d) and §§ 61-1-704 and 61-1-805 , 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. (f) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the office of the register of deeds or with the secretary of state, as the case may be.

Legislative History

Amended by 2014 Tenn. Acts, ch. 783,s 17, eff. 7/1/2014. Acts 2001, ch. 353; 2002, ch. 563, § 1.