§ 17-21-303 — Statement of partnership authority

Wyoming § 17-21-303

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 3: RELATIONS OF PARTNERS TO PERSONS

Text

(a) A partnership may file a statement of partnership
authority, which:
(i) Shall include:
(A) The name of the partnership;
(B) The street address of its chief executive
office and of an office in this state, if any;
(C) The names and mailing addresses of all the
partners or of an agent appointed and maintained by the
partnership for the purpose of subsection (b) of this section;
and
(D) A statement specifying the names of the
partners authorized to execute an instrument transferring real
property held in the name of the partnership.
(ii) May include a statement of the authority, or of
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 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.
(c) If a filed statement of partnership authority is
executed pursuant to W.S. 17-21-105(c) and states the name of
the partnership but does not contain all of the other
information required by subsection (a) of this section, the
statement nevertheless operates with respect to a person not a
partner as provided in subsections (d) and (e) of this section.
(d) Except as provided in subsection (g) of this section,
a filed statement of partnership authority supplements the
authority of a partner to enter into transactions on behalf of
the partnership as follows:
(i) 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;
(ii) 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 recorded 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.
(e) 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
recorded in the office for recording transfers of that real
property.
(f) Except as provided in subsections (d) and (e) of this
section and W.S. 17-21-704 and 17-21-806, 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.
(g) 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 secretary of state.