New Jersey Statutes 42:1A-15. Statement of partnership authority; filing
Terms Used In New Jersey Statutes 42:1A-15
- 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.
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- real property: include lands, tenements and hereditaments and all rights thereto and interests therein. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
(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; 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 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. 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 of the county recording officer 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 of the county recording officer. The recording in the office of the county recording officer 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 of the county recording officer.
f. Except as otherwise provided in subsections d. and e. of this section and sections 37 and 43 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.
L.2000,c.161,s.15.