Title 14, Chapter 8, Section 10.1
( 14-8-10.1)
(a) A statement of partnership in the name of the partnership,
signed by all of the partners and witnessed and notarized, may be
recorded in the office of the clerk of the superior court of any
county and shall be recorded by such clerk in a book to be kept for
that purpose and open to public inspection. If the partnership
shall desire to file such a statement in more than one county, a
transcript of the statement, duly certified by the clerk in whose
office it was originally filed, under such clerk's official seal,
shall be filed and recorded in like manner in the office of the
clerk of the superior court in every such county. As a prerequisite
to such filing, the clerk of each such registry may collect a fee in
the amount of the fee then allowed for the filing of certificates of
limited partnerships. (b) A statement of partnership shall state: (1) The name of the partnership; (2) The location of the principal place of business of the
partnership, if any; (3) The names and places of residence of all of the partners; (4) The term for which the partnership is to exist, or that it is
to exist until terminated by law or according to its provisions; (5) Any limitations on the authority of one or more partners to
act on behalf of the other partners or the partnership, beyond
that authority defined in this chapter, which the partnership
desires to disclose; (6) Any authority beyond that defined in this chapter on the part
of one or more partners to act on behalf of the other partners or
the partnership which the partnership desires to disclose; (7) Any property (including real property) belonging to the
partnership, which the partnership desires to disclose; provided
that, with respect to real property, owned by the partnership but
not titled in the name of the partnership, at the time the
statement (or any amendment thereto disclosing such real property)
is filed, the partnership shall also file and record in the deed
records of the county wherein such real property lies a deed or
deeds conveying such real property to the partnership filing the
statement (or amendment). Title to all real property so conveyed
shall be deemed to be held in the partnership name from the date
of the filing of such statement (or amendment) and deed or deeds
in the county wherein such real property lies; (8) If the partnership or the partnership business has been continued despite the death or withdrawal of any partner by reason of an agreement provided for in Code Section 14-8-31 or 14-8-38, the statement or any amendment thereto may state the name and date of death or withdrawal of such deceased or withdrawing (whether voluntarily or involuntarily, according to the terms of the agreement) partner and that the partnership or the partnership business was continued despite such death or withdrawal because of the existence of such agreement; and (9) If a new partner has been admitted to the partnership, the statement or any amendment thereto may state the name and date of admission of such new partner. (c) A statement of partnership may state such other matters as the
partnership may desire to disclose. (d) The information referred to in subsections (b) and (c) of this
Code section may be provided in whole or in part by recording a
partnership agreement as the statement of partnership. (e) A statement of partnership may be amended at any time and for
any proper purpose the partners may determine by instrument executed
and recorded in the same manner as such statement. Such instrument
shall set forth: (1) The name of the partnership; (2) The date or dates of filing of the statement of partnership
and any prior amendments thereto; (3) The place or places (by reference to book and page) wherein
the statement of partnership and any prior amendments thereto are
recorded; and (4) The amendment to the statement of partnership. (f) It shall be conclusively presumed against the partnership that
all facts stated in the statement of partnership are true. Without
limiting the generality of the foregoing, it shall be conclusively
presumed against the partnership that the persons named as partners
in a statement of partnership are members of the partnership named,
that they are all of the members of the partnership, that the
partners have the authority disclosed by this statement, that there
are no limitations on this authority beyond those contained in this
chapter other than those disclosed in this statement, that any
partner stated to be dead is deceased, that any partner stated to
have been admitted as a new partner has been admitted to the
partnership, and that any partner stated to have withdrawn has
withdrawn from the partnership. The conclusive presumption under
this subsection or under subsection (g) of this Code section shall
not arise with respect to a statement of partnership if and from the
date that there is recorded by anyone claiming to be a partner, or a
personal representative, whether executor, administrator, guardian,
or conservator, of such partner, an affidavit, sworn to by the
person executing it, which shall set forth the name of the
partnership, a statement that such person claims to be a member of
such partnership, or a personal representative of such member, or a
statement that any of the persons named in a previously recorded
statement of partnership are not members of such partnership, or a
statement that any of the other facts stated in a previously
recorded statement of partnership are not true. Said affidavit
shall not be effective to the prejudice of a person who is not a
partner: (1) In connection with a transaction involving partnership real
property, unless the affidavit was recorded in the county in which
the property is located; or (2) In connection with any other transaction if the affidavit was
not recorded in a county in which the statement of partnership was
recorded, the person relied on a statement of partnership recorded
in such county, and the person had no knowledge or notice of the
affidavit. (g) The existence of the facts described in subsection (f) of this
Code section shall be conclusively presumed in favor of the
partnership and against a grantee from the partnership, or a person
claiming through such grantee, of partnership real property located
in a county in which a statement of partnership or a certified copy
thereof has been recorded. It shall also be conclusively presumed
in favor of the partnership and against such a grantee or person
that a partner's authority to act for the partnership is limited as
provided in a statement of partnership. |