(a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

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Terms Used In Hawaii Revised Statutes 425-114

  • 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 of two or more persons to carry on as co-owners a business for profit formed under § 425-109, a predecessor law, or comparable law of another jurisdiction. See Hawaii Revised Statutes 425-101
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425-101
  • Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Hawaii Revised Statutes 425-101
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Statement: means a registration or annual statement filed under § 425-1, a statement of correction filed under section 425-1. See Hawaii Revised Statutes 425-101
  • Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Hawaii Revised Statutes 425-101
(1) Except for transfers of real property, a grant of authority contained in a filed registration statement 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 the filed registration 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 registration statement 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, so 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 bureau of conveyances of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(b) 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 certified copy of the filed registration statement containing the limitation on authority is of record in the bureau of conveyances.
(c) Except as otherwise provided in subsections (a) and (b) and §§ 425-136 and 425-142, 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 registration statement.

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