56a-303. Statement of partnership authority.
56a-303
56a-303. Statement of partnershipauthority.(a) A partnership may file a statement ofpartnership authority, which:
(1) Must include:
(i) The name of the partnership;
(ii) the street address of its principaloffice and of one office in this state, if there is one;
(iii) the names and mailing addresses of all ofthe partners or of an agent appointed and maintained by thepartnership for the purpose of subsection (b); and
(iv) the names of the partners authorized toexecute an instrument transferring real property held in the nameof the partnership; and
(2) may state the authority, or limitations on theauthority, of some or all of the partners to enter into othertransactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names anagent, the agent shall maintain a list of the names and mailingaddresses of all of the partners and make it available to anyperson on request for good cause shown.
(c) If a filed statement of partnership authority isexecuted pursuant to subsection (c) of K.S.A. 56a-105 and states thename of thepartnership but does not contain all of the other informationrequired by subsection (a), the statement nevertheless operateswith respect to a person not a partner as provided in subsections(d) and (e).
(d) Except as otherwise provided in subsection (g), afiled statement of partnership authority supplements the authorityof a partner to enter into transactions on behalf of thepartnership as follows:
(1) Except for transfers of real property, a grantof authority contained in a filed statement of partnershipauthority is conclusive in favor of a person who gives valuewithout knowledge to the contrary, so long as and to the extentthat a limitation on that authority is not then contained inanother filed statement. A filed cancellation of a limitation onauthority revives the previous grant of authority.
(2) A grant of authority to transfer real propertyheld in the name of the partnership contained in a certified copyof a filed statement of partnership authority recorded in theoffice for recording transfers of that real property is conclusivein favor of a person who gives value without knowledge to thecontrary, so long as and to the extent that a certified copy of afiled statement containing a limitation on that authority is notthen of record in the office for recording transfers of that realproperty. The recording in the office for recording transfers ofthat real property of a certified copy of a filed cancellation ofa limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of alimitation on the authority of a partner to transfer real propertyheld in the name of the partnership if a certified copy of thefiled statement containing the limitation on authority is of recordin the office for recording transfers of that real property.
(f) Except as otherwise provided in subsections (d) and(e) and K.S.A. 56a-704 and 56a-805, a person not a partner is notdeemedto know of a limitation on the authority of a partner merelybecause the limitation is contained in a filed statement.
(g) Unless earlier canceled, a filed statement ofpartnership authority is canceled by operation of law five yearsafter the date on which the statement, or the most recentamendment, was filed with the secretary of state.
History: L. 1998, ch. 93, § 14; Jan. 1, 1999.