Section 32.06.303. Statement of partnership authority.

   (a) A partnership may file a statement of partnership authority that
        (1) must include
             (A) the name of the partnership;
             (B) the street address of its chief executive office and an office in this state, if there is one;
             (C) the names and mailing addresses of all of the partners or an agent appointed and maintained by the partnership for the purpose of (b) of this section; and
             (D) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
        (2) may state
             (A) 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
             (B) 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 under AS 32.06.970(c) and states the name of the partnership but does not contain all of the other information required by (a) of this section, the statement nevertheless operates with respect to a person who is not a partner as provided in (d) and (e) of this section.
   (d) Except as otherwise provided in (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, so long as and to the extent that a limitation on the grant of 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 and contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of the 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 the grant of 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 considered 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 (d) and (e) of this section and in AS 32.06.704 and 32.06.805, a person who is not a partner is not considered to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
   (g) Unless earlier cancelled, a filed statement of partnership authority is cancelled by operation of law five years after the date on which the statement or the most recent amendment is filed with the department.

Authorities

32.06.301;32.06.302;32.06.304;32.06.702;32.06.703;32.06.704;32.06.805;32.06.995

Notes

References

AS 32.06.301 Partner as agent of partnership.
AS 32.06.302 Transfer and recovery of partnership property.
AS 32.06.304 Statement of denial.
AS 32.06.702 Dissociated partner's power to bind and liability to partnership.
AS 32.06.703 Dissociated partner's liability to other persons.
AS 32.06.704 Statement of dissociation.
AS 32.06.805 Statement of dissolution.
AS 32.06.995 Definitions.

History

(Sec. 6 ch 115 SLA 2000)