(a) A partnership may file a statement of partnership authority, which: (1) Must include: (i) The name of the partnership which shall not include words of organization which deceptively imply that the partnership is a different kind of legal entity and must be distinguishable upon the records of the secretary of state from the name of any other legal entity whose organizational documents are filed with the secretary of state, unless such other entity consents in writing to the use of the name; (ii) The street address of its chief executive office and of one (1) office in this state, if there is one; (iii) 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 (iv) 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, and shall be authorized to accept service of process on behalf of the partnership. (c) If a filed statement of partnership authority is executed pursuant to section 53-3-105 (b), Idaho Code, 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 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. (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 statement containing the limitation has been filed in the office of the secretary of state. (f) Except as otherwise provided in subsections (d) and (e) of this section and sections 53-3-704 and 53-3-805 , Idaho Code, 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.
‹ Prev All Idaho sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.