LD 1609
pg. 25
Page 24 of 148 An Act To Establish the Uniform Partnership Act Page 26 of 148
Download Bill Text
LR 1469
Item 1

 
statements should be indexed by partnership name, not by the names
of the individual partners.

 
Partnerships transacting business in more than one State will
want to file copies of statements in each State because
subsection (a) limits the legal effect of filed statements to
property located or transactions occurring within the State. The
filing of a certified copy of a statement originally filed in
another State is permitted, and indeed encouraged, in order to
avoid inconsistencies between statements filed in different
States.

 
3. Subsection (b), in effect, mandates the use of certified
copies of filed statements for local recording in the real estate
records by limiting the legal effect of recorded statements under
the Act to those copies. The reason for recording only certified
copies of filed statements is to eliminate the possibility of
inconsistencies affecting the title to real property.

 
Subsection (c) requires that statements filed on behalf of a
partnership, that is, the entity, be executed by at least two
partners. Individual partners and other persons authorized by
the Act to file a statement may execute it on their own behalf.
To protect the partners and the partnership from unauthorized or
improper filings, an individual who executes a statement as a
partner must personally declare under penalty of perjury that the
statement is accurate.

 
The amendment or cancellation of statements is authorized by
subsection (d).

 
As a further safeguard against inaccurate or unauthorized
filings, subsection (e) requires that a copy of every statement
filed be sent to each partner, although the failure to do so does
not limit the effectiveness of the statement. This requirement
may, however, be eliminated in the partnership agreement. See
Section 103(b)(1). Partners may also file a statement of denial
under Section 304.

 
4. A filed statement may be amended or canceled by any person
authorized by the Act to file an original statement. The
amendment or cancellation must state the name of the partnership
so that it can be properly indexed and found, identify the
statement being amended or canceled, and the substance of the
amendment or cancellation. An amendment generally has the same
operative effect as an original statement. A cancellation of
extraordinary authority terminates that authority. A
cancellation of a limitation on authority revives a previous
grant of authority. See Section 303(d). The subsequent filing
of a statement similar in kind to a statement already of record


Page 24 of 148 Top of Page Page 26 of 148