October 25, 2021

Volume XI, Number 298

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October 25, 2021

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Filing Statements Of Denial

The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office.   Cal. Corp. Code § 16303.  Among other things, the statement must disclose either:

  • the names and mailing addresses of all of the partners; or

  • the name and mailing address of an agent appointed and maintained by the partnership to provide the names and mailing addresses of all the partners.

The statute provides that a filed statement of partnership authority "supplements" the authority of a partner to enter into transactions on behalf of the partnership.  Other than transfers of real property, a grant of authority in a filed statement is "conclusive" in favor of a person who gives value without knowledge of the contrary, "so long as and to the extent that a limitation on that authority is not contained in another filed statement".   Cal. Corp. Code § 16303(d)(1).   A similar rule applies with respect to transfers of real property held in the name of the partnership when a certified copy of a sttement of partnership authority is recorded in the office for recording real property transfers.  Cal. Corp. Code § 16303(d)(2).

What if you are named in a statement of partnership authority but disagree?  Section 16304 permits a partner or other person named as a partner in either the statement of partnership or the list maintained by the agent to file a statement of denial.  A statement of denial is a limitation on authority as provided in Section 16303.   A statement of denial is not the same as a statement of dissociation.

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 271
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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