(1) A partnership may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of partnership authority, which statement shall include:
The true name of the partnership;
The principal office address of its principal office, if any, or, if it has no principaloffice, the street address, and, if different, the mailing address, of its chief executive office, and, in either case, the street address, and, if different, the mailing address, of one office in this state, if there is one; and
The true names or a description of the partners as to which the partnership makes astatement of partnership authority to execute an instrument transferring real property held in the name of the partnership or to enter into other transactions on behalf of the partnership and the authority, or limitations on authority, of such partners, which authority and limitations may vary among such partners as such variations are stated in the statement of partnership authority.
If a filed statement of partnership authority states the true name of the partnership butdoes not contain all of the other information required by subsection (1) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (3) and (4) of this section.
A filed statement of partnership authority is prima facie evidence of the existence ofthe partnership and of the facts stated therein and supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
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 notice to the contrary, so long as and to the extent that a limitation on that authority is not then contained in that or another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
A grant of authority to transfer real property held in the true name of the partnership,contained in a 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 having notice to the contrary, so long as and to the extent that a 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 copy of a filed statement canceling a limitation on authority revives the previous grant of authority.
A person not a partner has notice of a limitation on the authority of a partner totransfer real property held in the true name of the partnership if a copy of a filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
Except as otherwise provided in subsections (3) and (4) of this section and in sections 7-64-704 (3) and 7-64-805 (3), a person not a partner does not have notice of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
Source: L. 97: Entire article added, p. 876, § 1, effective January 1, 1998. L. 2000: (1)(a)(I), (3), (4)(b), and (5) amended, p. 955, § 30, effective July 1. L. 2002: IP(1) amended, p. 1826, § 54, effective July 1; IP(1) amended, p. 1690, § 52, effective October 1. L. 2003: (1)(a)(I), (1)(a)(II), (3), (4)(b), and (5) amended, p. 2252, § 153, effective July 1, 2004. L. 2004: Entire section amended, p. 1449, § 156, effective July 1.