29-1023

29-1023. Statement of partnership
authority

A. A partnership may file a statement of partnership authority that:

1. Shall include:

(a) The name of the partnership.

(b) The street address of its chief executive office and of one office in this
state, if there is one.

(c) 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 B of this section.

(d) The names of the partners authorized to execute an instrument transferring real
property held in the name of the partnership.

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. 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 shall make it
available to any person on request for good cause shown.

C. If a filed statement of partnership authority is executed pursuant to section
29-1005, subsection 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 who is not a partner as provided in
subsections D and E of this section.

D. Except as otherwise 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:

1. 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, as 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.

2. 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, as 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 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 who is 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 of record in the
office for recording transfers of that real property.

F. Except as otherwise provided in subsections D and E of this section and sections
29-1064 and 29-1075, a person who is 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 years after the date on which the statement, or the most recent
amendment, was filed with the secretary of state.