A Statement of Partnership Authority is a voluntary filing, authorized by Section 303 of the Revised Uniform Partnership Act (RUPA), that puts on the public record which partners can bind the partnership in specific kinds of transactions. Its strongest effect is in real estate: a filed and properly recorded grant of authority to transfer partnership real property is conclusive in favor of buyers and lenders who rely on it in good faith. For everything else, the filing is useful but far more limited than most partnerships expect.
What Goes Into the Statement
RUPA Section 303(a) sets out what the document must contain:
- The partnership’s full legal name.
- The street address of its chief executive office, plus one office in the state of filing if the chief executive office sits elsewhere.
- The names of the partners authorized to execute instruments transferring real property held in the partnership’s name.
The real property authorization is the heart of the filing. It’s the one piece that carries the statement’s strongest legal consequences, so the names listed there need to be exactly right.
Beyond the required items, the partnership can add optional content: grants or limitations of authority for other kinds of transactions, and any other matter the partners want on the record. Partnerships often use this space to designate who can sign leases, open credit lines, or execute contracts above a set dollar amount. Some state forms also ask for the federal employer identification number, though that’s a state form requirement, not something RUPA itself demands.
Grants and Limitations Work Very Differently
This is the point most partnerships miss, and the gap between the two is wide.
A Grant of Authority Is Conclusive
A grant of authority in a filed statement is conclusive in favor of any person who gives value without knowledge that the grant is inaccurate, so long as no other filed statement limits that authority.1Justia Law. Maryland Corporations and Associations Code 9A-303 – Statement of Partnership Authority If the statement says Partner A can sign deeds for partnership real estate, a buyer who pays fair value and has no reason to doubt that authority is protected, and the partnership cannot later unwind the deal by claiming it was unauthorized.
This protection reaches both real estate and non-real-estate transactions. A lender extending credit to the partnership on the strength of a filed grant is covered the same way a real estate buyer would be.
A Limitation Only Reaches Real Property
Limitations are a different story. For real property, a filed limitation does give constructive notice, provided a certified copy of the statement has been recorded in the county where the property is located. In that case, any buyer is deemed to know about the restriction even if they never actually read the filing.2Colorado Law Scholarly Commons. Notice and Notification Under the Revised Uniform Partnership Act: Some Suggested Changes
Outside real estate, limitations are nearly invisible. RUPA states explicitly that a non-partner is not deemed to know of a limitation on a partner’s authority merely because it sits in a filed statement.3National Conference of Commissioners on Uniform State Laws. Uniform Partnership Act (1997) – Section 303 So if the statement caps Partner C’s contracting authority at $50,000, a vendor who signs a $200,000 contract with Partner C without knowing about the cap can still hold the partnership to it. The limitation binds only outsiders who actually know about it or receive direct notification.
The practical takeaway: don’t rely on the filing as a general shield against unauthorized acts. For non-real-estate dealings, it gives the partnership a paper trail for internal disputes, but it does not cut off a partner’s apparent authority in the eyes of the outside world.
Filing with the Secretary of State
The statement is filed with the Secretary of State in the state where the partnership operates. Most states accept online or mailed submissions. Filing fees generally run in the $25 to $70 range, with some states offering expedited processing for an extra charge. The partnership receives a stamped copy or electronic confirmation as proof.
State filing alone is enough for the grant-of-authority protections to kick in for non-real-estate transactions. If the partnership owns real property, there’s a second step.
Recording at the County Level for Real Estate
For the statement to affect real property transactions, a certified copy must be recorded with the county recorder (or equivalent office) in every county where the partnership holds real estate. That recording creates the link in the chain of title that title companies and lenders check at closing.
Without the county recording, a limitation on a partner’s real property authority produces no constructive notice. A buyer or lender searching the county land records would find nothing to signal that a particular partner cannot sign a deed.2Colorado Law Scholarly Commons. Notice and Notification Under the Revised Uniform Partnership Act: Some Suggested Changes County recording fees typically run between $6 and $40 depending on the jurisdiction and page count. Partnerships holding property in multiple counties or states need separate recordings in each place.
Using a Designated Agent Instead of Listing Partners
Rather than putting every partner’s name and mailing address in the statement, the partnership can name a designated agent who keeps that information. This works well for partnerships with large or shifting rosters, since updating the agent’s records is simpler than filing an amendment every time someone joins or leaves.
The tradeoff is a maintenance duty. The designated agent must keep a current list of all partners’ names and mailing addresses and make it available to anyone who requests it for good cause.4National Conference of Commissioners on Uniform State Laws. Uniform Partnership Act (1997) – Section 303(b) The agent’s physical address has to appear in the statement so the public can actually reach them. An agent who falls behind on updates or becomes unreachable defeats the purpose of the filing.
Amendments, Expiration, and Cancellation
When the partnership changes shape, the statement should change with it. Adding a partner who needs signing authority, removing one who shouldn’t have it, or adjusting the scope of anyone’s authority all call for a formal amendment through the same process as the original filing.
The partnership can also cancel the statement outright. That makes sense when the business dissolves, converts to another entity type, or no longer wants the filing in place. Cancellation runs through the Secretary of State and, if the original was recorded at the county level, should be recorded there too.
Even without any action, a statement of partnership authority expires on its own. It is canceled by operation of law five years after the statement, or its most recent amendment, was filed.1Justia Law. Maryland Corporations and Associations Code 9A-303 – Statement of Partnership Authority Partnerships that still want the protections after five years must refile. A lapsed statement means the grants of authority it contained are no longer conclusive in favor of third parties.
Statement of Denial
RUPA Section 304 gives an escape to anyone named incorrectly in a filed statement. A partner, or any other person listed in the statement or in the designated agent’s records, can file a statement of denial with the Secretary of State. The denial names the partnership and states the fact being denied, which may be the person’s status as a partner or the authority the statement attributes to them.5National Conference of Commissioners on Uniform State Laws. Uniform Partnership Act (1997) – Section 304
A denial operates as a limitation on authority, which means the same asymmetry applies: it can provide constructive notice for real property if recorded, but for other transactions it binds only those who actually know of it. Denials are most common when someone has been named as a partner without consent, or when a partner disputes how their authority is described and wants to limit personal exposure.
When a Partner Leaves
A departure doesn’t update the public record on its own, and the delay creates exposure. Under RUPA Section 702, a dissociated partner’s apparent authority to bind the partnership can linger for up to two years after the dissociation. If a third party doesn’t know the person has left and reasonably believes they’re still a partner, the partnership can be bound by what the former partner does in that window.6National Conference of Commissioners on Uniform State Laws. Uniform Partnership Act (1997) – Section 702
The remedy is a statement of dissociation under Section 704. Ninety days after that statement is filed, every non-partner is deemed to have notice of the dissociation, which cuts off the former partner’s apparent authority.7National Conference of Commissioners on Uniform State Laws. Uniform Partnership Act (1997) – Section 704 RUPA sets no deadline for filing it, but every day between the departure and the end of the 90-day notice period is a day the former partner could still create binding obligations. Partnerships with a statement of authority already on file should amend it at the same time to strip the departing partner’s name from any grants.