Filing Statements Of Denial

The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office.   Cal. Corp. Code § 16303.  Among other things, the statement must disclose either:

  • the names and mailing addresses of all of the partners; or
  • the name and mailing address of an agent appointed and maintained by the partnership to provide the names and mailing addresses of all the partners.

The statute provides that a filed statement of partnership authority "supplements" the authority of a partner to enter into transactions on behalf of the partnership.  Other than transfers of real property, a grant of authority in a filed statement is "conclusive" in favor of a person who gives value without knowledge of the contrary, "so long as and to the extent that a limitation on that authority is not contained in another filed statement".   Cal. Corp. Code § 16303(d)(1).   A similar rule applies with respect to transfers of real property held in the name of the partnership when a certified copy of a sttement of partnership authority is recorded in the office for recording real property transfers.  Cal. Corp. Code § 16303(d)(2).

What if you are named in a statement of partnership authority but disagree?  Section 16304 permits a partner or other person named as a partner in either the statement of partnership or the list maintained by the agent to file a statement of denial.  A statement of denial is a limitation on authority as provided in Section 16303.   A statement of denial is not the same as a statement of dissociation.