Section 10-8A-303

Statement of partnership authority.

(a) A partnership may file a statement of partnership authority, which:

(1) must include:

(i) the name of the partnership;

(ii) the street address of its chief executive office and of one office in this state, if there is one;

(iii) 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); and

(iv) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and

(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 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 10-8A-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e).

(d) Except as provided in subsection (g), 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, so 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 statement of partnership authority filed in the office of the judge of probate in the county where the partnership has its chief executive office is, with respect to real property located in such county, conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a filed statement containing a limitation on that authority is not then of record in the office of the judge of probate for such county. With regard to real property located in a county other than the county in which the partnership has its chief executive office, and in the case of a partnership whose chief executive office is outside the State of Alabama, a grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a statement of partnership authority filed in the office of the judge of probate in the county where the partnership has its chief executive office or in the office of the Secretary of State, as the case may be, and recorded in the office of the judge of probate 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 statement filed in the office of the judge of probate in the county where the partnership has its chief executive office or in the office of the Secretary of State, as the case may be, containing a limitation on that authority is not then of record in the office of the judge of probate for recording transfers of that real property. The filing in the office of the judge of probate in the county where the partnership has its chief executive office of a cancellation of a limitation of authority or the recording in the office of another judge of probate of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(e) 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 statement containing the limitation of authority or, in the case of real property located in a county other than that where the partnership has its chief executive office or in the case of a partnership whose chief executive office is outside the State of Alabama, a certified copy of the statement containing the limitation on authority filed with the office of the judge of probate in the county where the partnership has its chief executive office or with the office of the Secretary of State, as the case may be, is of record in the office of the judge of probate for recording transfers of that real property.

(f) Except as provided in subsections (d) and (e) and Sections 10-8A-704 and 10-8A-805, 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 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 office of the judge of probate or the Secretary of State, as the case may be.

(Acts 1996, No. 96-528, p. 685, §1.)