No filings are mandatory under RUPA. In all cases, the filing of a statement is optional and voluntary. A system of mandatory filing and disclosure for partnerships, similar to that required for corporations and limited partnerships, was rejected for several reasons. First, RUPA is designed to accommodate the needs of small partnerships, which often have unwritten or sketchy agreements and limited resources. Furthermore, inadvertent partnerships are also governed by the Act, as the default form of business organization, in which case filing would be unlikely.

The RUPA filing provisions are, however, likely to encourage the voluntary use of partnership statements. There are a number of strong incentives for the partnership or the partners to file statements or for third parties, such as lenders or transferees of partnership property, to compel them to do so.

Only statements that are executed, filed, and, if appropriate (such as the authority to transfer real property), recorded in conformity with Section 105 have the legal consequences accorded statements by RUPA. The requirements of Section 105 cannot be varied in the partnership agreement, except the duty to provide copies of statements to all the partners. See Section 103(b)(1).

In most States today, the filing and recording of statements requires written documents. As technology advances, alternatives suitable for filing and recording may be developed. RUPA itself does not impose any requirement that statements be in writing. It is intended that the form or medium for filing and recording be left to the general law of adopting States.

2. Section 105(a) provides for a single, central filing of all statements, as is the case with corporations, limited partnerships, and limited liability companies. The expectation is that most States will assign to the Secretary of State the responsibility of maintaining the filing system for partnership statements. Since a partnership is an entity under RUPA, all