North Dakota Code 45-15-03 – (303) Statement of partnership authority
1. A partnership may file with the secretary of state, along with the fees provided in section 45-13-05, a statement of partnership authority which:
Terms Used In North Dakota Code 45-15-03
- 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.
- 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: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
a. Must include:
(1) The name of the partnership; (2) The street address of the partnership’s principal executive office and of one office in this state, if there is one; (3) The name and mailing address of each partner; (4) The name of the registered agent of the partnership as provided in chapter 10-01.1 and, if a noncommercial registered agent, the address of the noncommercial registered agent in this state; (5) The name of each partner authorized to execute an instrument transferring real property held in the name of the partnership; and
(6) The nature of business to be transacted.
b. 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.
2. If a filed statement of partnership authority is executed pursuant to subsection 3 of section 45-13-05 and states the name of the partnership but does not contain all of the other information required by subsection 1, the statement nevertheless operates with respect to a person not a partner as provided in subsections 3 and 4.
3. Except as otherwise provided in subsection 6, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
a. 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.
b. 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 property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
4. 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.
5. Except as otherwise provided in subsections 3 and 4 and sections 45-19-04 and 45-20-05, 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.
6. 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.