14-8-10.1
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14-8-10.1.
(a)
A statement of partnership in the name of the partnership, signed by all of the
partners and witnessed and notarized, may be recorded in the office of the clerk
of the superior court of any county and shall be recorded by such clerk in a
book to be kept for that purpose and open to public inspection. If the
partnership shall desire to file such a statement in more than one county, a
transcript of the statement, duly certified by the clerk in whose office it was
originally filed, under such clerk´s official seal, shall be filed and
recorded in like manner in the office of the clerk of the superior court in
every such county. As a prerequisite to such filing, the clerk of each such
registry may collect a fee in the amount of the fee then allowed for the filing
of certificates of limited partnerships.
(b)
A statement of partnership shall state:
(1)
The name of the partnership;
(2)
The location of the principal place of business of the partnership, if any;
(3)
The names and places of residence of all of the partners;
(4)
The term for which the partnership is to exist, or that it is to exist until
terminated by law or according to its provisions;
(5)
Any limitations on the authority of one or more partners to act on behalf of the
other partners or the partnership, beyond that authority defined in this
chapter, which the partnership desires to disclose;
(6)
Any authority beyond that defined in this chapter on the part of one or more
partners to act on behalf of the other partners or the partnership which the
partnership desires to disclose;
(7)
Any property (including real property) belonging to the partnership, which the
partnership desires to disclose; provided that, with respect to real property,
owned by the partnership but not titled in the name of the partnership, at the
time the statement (or any amendment thereto disclosing such real property) is
filed, the partnership shall also file and record in the deed records of the
county wherein such real property lies a deed or deeds conveying such real
property to the partnership filing the statement (or amendment). Title to all
real property so conveyed shall be deemed to be held in the partnership name
from the date of the filing of such statement (or amendment) and deed or deeds
in the county wherein such real property lies;
(8)
If the partnership or the partnership business has been continued despite the
death or withdrawal of any partner by reason of an agreement provided for in
Code Section 14-8-31 or 14-8-38, the statement or any amendment thereto may
state the name and date of death or withdrawal of such deceased or withdrawing
(whether voluntarily or involuntarily, according to the terms of the agreement)
partner and that the partnership or the partnership business was continued
despite such death or withdrawal because of the existence of such agreement;
and
(9)
If a new partner has been admitted to the partnership, the statement or any
amendment thereto may state the name and date of admission of such new partner.
(c)
A statement of partnership may state such other matters as the partnership may
desire to disclose.
(d)
The information referred to in subsections (b) and (c) of this Code section may
be provided in whole or in part by recording a partnership agreement as the
statement of partnership.
(e)
A statement of partnership may be amended at any time and for any proper purpose
the partners may determine by instrument executed and recorded in the same
manner as such statement. Such instrument shall set forth:
(1)
The name of the partnership;
(2)
The date or dates of filing of the statement of partnership and any prior
amendments thereto;
(3)
The place or places (by reference to book and page) wherein the statement of
partnership and any prior amendments thereto are recorded; and
(4)
The amendment to the statement of partnership.
(f)
It shall be conclusively presumed against the partnership that all facts stated
in the statement of partnership are true. Without limiting the generality of the
foregoing, it shall be conclusively presumed against the partnership that the
persons named as partners in a statement of partnership are members of the
partnership named, that they are all of the members of the partnership, that the
partners have the authority disclosed by this statement, that there are no
limitations on this authority beyond those contained in this chapter other than
those disclosed in this statement, that any partner stated to be dead is
deceased, that any partner stated to have been admitted as a new partner has
been admitted to the partnership, and that any partner stated to have withdrawn
has withdrawn from the partnership. The conclusive presumption under this
subsection or under subsection (g) of this Code section shall not arise with
respect to a statement of partnership if and from the date that there is
recorded by anyone claiming to be a partner, or a personal representative,
whether executor, administrator, guardian, or conservator, of such partner, an
affidavit, sworn to by the person executing it, which shall set forth the name
of the partnership, a statement that such person claims to be a member of such
partnership, or a personal representative of such member, or a statement that
any of the persons named in a previously recorded statement of partnership are
not members of such partnership, or a statement that any of the other facts
stated in a previously recorded statement of partnership are not true. Said
affidavit shall not be effective to the prejudice of a person who is not a
partner:
(1)
In connection with a transaction involving partnership real property, unless the
affidavit was recorded in the county in which the property is located;
or
(2)
In connection with any other transaction if the affidavit was not recorded in a
county in which the statement of partnership was recorded, the person relied on
a statement of partnership recorded in such county, and the person had no
knowledge or notice of the affidavit.
(g)
The existence of the facts described in subsection (f) of this Code section
shall be conclusively presumed in favor of the partnership and against a grantee
from the partnership, or a person claiming through such grantee, of partnership
real property located in a county in which a statement of partnership or a
certified copy thereof has been recorded. It shall also be conclusively presumed
in favor of the partnership and against such a grantee or person that a
partner´s authority to act for the partnership is limited as provided in a
statement of partnership.