2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 6 - General Partnerships › Subchapter III - Relations of Partners to Persons Dealing with Partnership › § 29–603.03. Statement of partnership authority

§ 29–603.03. Statement of partnership authority.
(a) A partnership may deliver to the Mayor for filing a statement of partnership authority, which:
(1) Shall include:
(A) The name of the partnership;
(B) The street address of its principal office and of one office in District, 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 purposes 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 § 29-601.05(c) 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 shall nevertheless operate 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 shall supplement 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 shall be conclusive in favor of a person that 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 shall revive 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 shall be conclusive in favor of a person that 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 shall revive the previous grant of authority[.]
(e) A person not a partner shall be 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 §§ 29-607.04 and 29-608.05, a person not a partner shall not be 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 shall be canceled by operation of law 5 years after the date on which the statement, or the most recent amendment, was delivered to the Mayor for filing.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(f)(3)(A), 59 DCR 13171.)
Prior Codifications
2001 Ed., § 33-103.03.
1981 Ed., § 41-153.3.
Section References
This section is referenced in § 29-601.03, § 29-603.01, § 29-603.02, § 29-603.04, § 29-607.02, § 29-607.03, § 29-607.04, and § 29-608.05.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “deliver to the Mayor for filing” for “file” in (a); and substituted “delivered to the Mayor for filing” for “filed with the Mayor” in (g).
Editor's Notes
Uniform Law: This section is based on § 303 of the Uniform Partnership Act (1997 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.