§ 9A-303. Statement of partnership authority

   (a) Filing. -- A partnership may file a statement of partnership authority, which:

   (1) Must include:

      (i) The name of the partnership;

      (ii) The street address of its chief executive office and, if there is one, of one office in this State; and

      (iii) 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) Effect of execution. -- If a filed statement of partnership authority is executed pursuant to § 9A-105(c) of this title 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 (c) and (d) of this section.

(c) Grant of authority. -- Except as otherwise provided in subsection (f) of this section, 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.

(d) Limitation on authority to transfer real property. -- 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 statement containing the limitation on authority has been filed.

(e) Limitation on authority to transfer property generally. -- Except as otherwise provided in subsections (c) and (d) of this section and § 9A-704 and 9A-805 of this title, 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) Cancellation. -- Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was filed with the Department.

HISTORY: 1997, ch. 654, § 2; 1998, ch. 743, § 1, 3; 2007, ch. 5, § 7.