                                 CODE OF VIRGINIA

STATEMENT OF PARTNERSHIP AUTHORITY (§ 50-73.93)

A. A partnership may file a statement of partnership authority, which:

   1. Shall include:
   				a. The name of the partnership;
   				b. The name of the state or other jurisdiction under whose law it is
   formed, and if the partnership was previously authorized or registered to
   transact business in the Commonwealth as a foreign corporation, limited
   liability company, business trust, limited partnership, or registered limited
   liability partnership, with respect to every such prior authorization or
   registration, (i) the name of the entity; (ii) the entity type; (iii) the
   state or other jurisdiction of incorporation, organization, or formation; and
   (iv) the entity identification number issued to it by the Commission;
   				c. The street address of its principal office and of one office in the
   Commonwealth, if there is one;
   				d. 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;
   and
   				e. 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
subsection C of &#xA7; 50-73.83 and states the name of the partnership but does
not contain all of the other information required by subsection A, the statement
nevertheless operates with respect to a person not a partner as provided in
subsections D and E.

D. Except as otherwise provided in subsection G, a filed statement of
partnership authority supplements 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 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.

   2. A grant of authority to transfer real property held in the name of the
   partnership 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 of record with the Commission. The filing of a 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
filed statement containing the limitation on authority is of record with the
Commission.

F. Except as otherwise provided in subsections D and E and &#xA7;&#xA7;
50-73.115 and 50-73.121, 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.

G. Unless earlier canceled, a filed statement of partnership authority is
canceled by operation of law five years after the date on which the statement,
the most recent renewal, or the most recent amendment, was filed with the
Commission.

H. A partnership that changes its name shall promptly amend its statement of
partnership authority to reflect its new name unless its statement of
partnership authority has been canceled.

HISTORY: 1996, c. 292; 2002, c. 441; 2003, c. 567; 2004, c. 274; 2007, c. 631.