362.1-303 Statement of partnership authority. (Effective January 1, 2011)
(1)
(2)
(3)
(4)
A partnership may file a statement of partnership authority, which:
(a) Shall include:
1.
The name of the partnership, which shall comply with KRS 14A.3-010;
2.
The street address of its chief executive office and of one (1) office in
this Commonwealth, if any;
3.
The names and mailing addresses of all of the partners or of an agent
appointed and maintained by the partnership for the purpose of
subsection (2) of this section;
4.
The names of the partners authorized to execute an instrument
transferring real property held in the name of the partnership;
5.
The date any statement of qualification or statement of foreign
qualification was previously filed by the partnership with the Secretary
of State; and
(b) 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.
The agent named in the statement of partnership authority pursuant to subsection
(1)(a)3. of this section, if any, shall maintain a list of the names and mailing
addresses of all of the partners and make it available to any person on written
request for good cause shown.
If a filed statement of partnership authority is executed pursuant to KRS 362.1105(3) and states the name of the partnership but does not contain all of the other
information required by subsection (1) of this section, then the statement
nevertheless operates with respect to a person not a partner as provided in
subsections (4) and (5) of this section.
Except as otherwise provided in subsection (7) 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:
(a) 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 another filed statement. A
filed cancellation of a limitation on authority revives the previous grant of
authority.
(b) 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 having notice 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 for
recording transfers of that real property. The recording in the office for
(5)
(6)
(7)
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.
A person not a partner has knowledge 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.
Except as otherwise provided in subsections (4) and (5) of this section and KRS
362.1-702 and 362.1-803, 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.
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 to the statement of partnership authority expressly extending its
term for not more than five (5) years from the date of the amendment, was filed
with the Secretary of State.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 129, effective January 1, 2011. -Created 2006 Ky. Acts ch. 149, sec. 30, effective July 12, 2006.
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