§425-114 - Partnership registration statement.
§425-114 Partnership registration
statement. (a) A filed registration statement 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 registration statement 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 the
filed registration 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
registration statement 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, 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 bureau of conveyances of a certified copy of a filed
cancellation of a limitation on authority revives the previous grant of
authority.
(b) 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 certified copy of the filed registration
statement containing the limitation on authority is of record in the bureau of
conveyances.
(c) Except as otherwise provided in
subsections (a) and (b) and sections 425-136 and 425-142, 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 registration statement.
[L 1999, c 284, pt of §1]