50-73.93 - Statement of partnership authority. - Virginia Statutes

§ 50-73.93. Statement of partnership authority.

A. A partnership may file a statement of partnership authority, which:

1. Shall include:

a. The name of the partnership;

b. The name of the state or other jurisdiction under whose law it is formed,and if the partnership was previously authorized or registered to transactbusiness in the Commonwealth as a foreign corporation, limited liabilitycompany, business trust, limited partnership, or registered limited liabilitypartnership, with respect to every such prior authorization or registration,(i) the name of the entity; (ii) the entity type; (iii) the state or otherjurisdiction of incorporation, organization, or formation; and (iv) theentity identification number issued to it by the Commission;

c. The street address of its principal office and of one office in theCommonwealth, if there is one;

d. The names and mailing addresses of all of the partners or of an agentappointed and maintained by the partnership for the purpose of subsection B;and

e. The names of the partners authorized to execute an instrument transferringreal property held in the name of the partnership; and

2. May state the authority, or limitations on the authority, of some or allof the partners to enter into other transactions on behalf of the partnershipand any other matter.

B. If a statement of partnership authority names an agent, the agent shallmaintain a list of the names and mailing addresses of all of the partners andmake it available to any person on request for good cause shown.

C. If a filed statement of partnership authority is executed pursuant tosubsection C of § 50-73.83 and states the name of the partnership but doesnot contain all of the other information required by subsection A, thestatement nevertheless operates with respect to a person not a partner asprovided in subsections D and E.

D. Except as otherwise provided in subsection G, a filed statement ofpartnership authority supplements the authority of a partner to enter intotransactions on behalf of the partnership as follows:

1. Except for transfers of real property, a grant of authority contained in afiled statement of partnership authority is conclusive in favor of a personwho gives value without knowledge to the contrary, so long as and to theextent that a limitation on that authority is not then contained in anotherfiled statement. A filed cancellation of a limitation on authority revivesthe previous grant of authority.

2. A grant of authority to transfer real property held in the name of thepartnership contained in a filed statement of partnership authority isconclusive in favor of a person who gives value without knowledge to thecontrary, so long as and to the extent that a limitation on that authority isnot then of record with the Commission. The filing of a cancellation of alimitation on authority revives the previous grant of authority.

E. A person not a partner is deemed to know of a limitation on the authorityof a partner to transfer real property held in the name of the partnership ifa filed statement containing the limitation on authority is of record withthe Commission.

F. Except as otherwise provided in subsections D and E and §§ 50-73.115 and50-73.121, a person not a partner is not deemed to know of a limitation onthe authority of a partner merely because the limitation is contained in afiled statement.

G. Unless earlier canceled, a filed statement of partnership authority iscanceled by operation of law five years after the date on which thestatement, the most recent renewal, or the most recent amendment, was filedwith the Commission.

H. A partnership that changes its name shall promptly amend its statement ofpartnership authority to reflect its new name unless its statement ofpartnership authority has been canceled.

(1996, c. 292; 2002, c. 441; 2003, c. 567; 2004, c. 274; 2007, c. 631.)