Arizona Laws 29-1023. Statement of partnership authority
A. A partnership may file a statement of partnership authority that:
Terms Used In Arizona Laws 29-1023
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Chief executive office: means the place from which the main part of the partnership's business is managed. See Arizona Laws 29-1001
- Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
- Person: means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-1001
- Property: means all property, real, personal or mixed, tangible or intangible, or any interest in such property. See Arizona Laws 29-1001
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-1001
- Statement: means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing. See Arizona Laws 29-1001
- Transfer: includes an assignment, conveyance, lease, mortgage, deed and encumbrance. See Arizona Laws 29-1001
1. Shall include:
(a) The name of the partnership.
(b) The street address of its chief executive office and of one office in this state, if there is one.
(c) 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 of this section.
(d) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.
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 shall 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 29-1005, subsection C and states the name of the partnership but does not contain all of the other information required by subsection A of this section, the statement nevertheless operates with respect to a person who is not a partner as provided in subsections D and E of this section.
D. Except as otherwise provided in subsection 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, as 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 certified copy of a filed statement of partnership authority 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, as 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 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 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 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 subsections D and E of this section and sections 29-1064 and 29-1075, a person who is 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 secretary of state.