Nevada § 87.4327 - Statement of partnership authority

§ 87.4327. Statement of partnership authority

1. A partnership may file a statement of partnership authority, which: (a) Must include: (1) The name of the partnership; (2) The street address of its chief executive office and of one office in this State,

if there is one; (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; and (4) The names of the partners authorized to execute an instrument transferring real

property held in the name of the partnership; and (b) 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. 2. 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. 3. If a filed statement of partnership authority is executed pursuant to subsection

3 of NRS 87.4318 and states the name of the partnership but does not contain all of the other information

required by subsection 1, the statement nevertheless operates with respect to a person

not a partner as provided in subsections 4 and 5. 4. Except as otherwise provided in subsection 7, 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 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. (b) 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 is conclusive in favor

of a person who 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 revives the previous grant

of authority. 5. 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 certified

copy 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 and NRS 87.4349 and 87.4355 , 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. 7. Unless earlier cancelled, a filed statement of partnership authority is cancelled

by operation of law 5 years after the date on which the statement, or the most recent

amendment, was filed with the Secretary of State.