KRS 362.1-303: Statement of partnership authority.

(1) A partnership may file a statement of partnership authority, which:

(a) Shall include:

1. The name of the partnership, which shall comply with KRS 14A.3-010;

2. The street address of its chief executive office and of one (1) office in

this Commonwealth, if any;

3. 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 (2) of this section;

4. The names of the partners authorized to execute an instrument

transferring real property held in the name of the partnership;

5. The date any statement of qualification or statement of foreign

qualification was previously filed by the partnership with the Secretary

of State; and

(b) May state the authority, or limitations on the auth ority, of some or all of the

partners to enter into other transactions on behalf of the partnership and any

other matter.

(2) The agent named in the statement of partnership authority pursuant to subsection

(1)(a)3. of this section, if any, shall maintain a list of the names and mailing

addresses of all of the partners and make it available to any person on written

request for good cause shown.

(3) If a filed statement of partnership authority is executed pursuant to KRS 362.1 -

105(3) and states the name of the partnership but does not contain all of the other

information required by subsection (1) of this section, then the statement

nevertheless operates with respect to a person not a partner as provided in

subsections (4) and (5) of this section.

(4) Except as otherwise provided in subsection (7) 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:

(a) Except for transfers of real property, a gra nt of authority contained in a filed

statement of partnership authority is conclusive in favor of a person who gives

value without notice to the contrary, so long as and to the extent that a

limitation on that authority is not then contained in another fil ed 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 ce rtified 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 having notice to the

contrary, so long as and to the extent that a ce rtified 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.

(5) A person not a partner has knowledge of a limitation on the authority of a partner to

transfer real property held in the name of the partnership if a certified c opy of the

filed statement containing the limitation on authority is of record in the office for

recording transfers of that real property.

(6) Except as otherwise provided in subsections (4) and (5) of this section and KRS

362.1-702 and 362.1-803, a person not a partner does not have notice of a limitation

on the authority of a partner merely because the limitation is contained in a filed

statement.

(7) 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 to the statement of partnership authority expressly extending its

term for not more than five (5) years from the date of the amendment, was filed

with the Secretary of State.