Okla. Stat. tit. 54, § 54-1-303
This is the official text of Okla. Stat. tit. 54, § 54-1-303, part of Oklahoma’s Stat. tit. 54, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 54,." Browse the sections below, each linked to its official government source.
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Statement of Partnership Authority
Official statutory text
Statement of Partnership Authority. (a) A partnership may file
with the Secretary of State 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; and
(iii) the name and mailing address of an agent appointed and
maintained by the partnership for the purpose of
subsection (b) of this section; or
(iv) the names and mailing addresses 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 subsection (c) of Section 6 of this act 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 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, 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 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, 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 office for recording transfers of that real
Oklahoma Statutes - Title 54. Partnership Page 20
property 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 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 38 and 44 of this act, 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 (5) years after the
date on which the statement, or the most recent amendment, was filed
with the Secretary of State.
with the Secretary of State 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; and
(iii) the name and mailing address of an agent appointed and
maintained by the partnership for the purpose of
subsection (b) of this section; or
(iv) the names and mailing addresses 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 subsection (c) of Section 6 of this act 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 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, 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 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, 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 office for recording transfers of that real
Oklahoma Statutes - Title 54. Partnership Page 20
property 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 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 38 and 44 of this act, 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 (5) years after the
date on which the statement, or the most recent amendment, was filed
with the Secretary of State.
Status: in_force · Read it on the official government site
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