1.__Filing of statement.__A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

2.__Deemed to have notice.__For the purposes of section 1072, subsection 1, paragraph C and section 1073, subsection 2, paragraph C, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.

Comment

(This is Section 704 of the Uniform Partnership Act (1997).)

Section 704 is new and provides for a statement of dissociation and its effects. Subsection (a) authorizes either a dissociated partner or the partnership to file a statement of dissociation. Like other RUPA filings, the statement of dissociation is voluntary. Both the partnership and the departing partner have an incentive to file, however, and it is anticipated that those filings will become routine upon a partner's dissociation. The execution, filing, and recording of the statement is governed by Section 105.

Filing or recording a statement of dissociation has threefold significance:

(1) It is a statement of limitation on the dissociated partner's authority to the extent provided in Section 303(d) and (e). Under Section 303(d), a filed or recorded limitation on the authority of a partner destroys the conclusive effect of a prior grant of authority to the extent it contradicts the prior grant. Under Section 303(e), nonpartners are conclusively bound by a limitation on the authority of a partner to transfer real property held in the partnership name, if the statement is properly recorded in the real property records.

(2) Ninety days after the statement is filed, nonpartners are deemed to have notice of the dissociation and thus conclusively bound for purposes of cutting off the partner's apparent authority under Sections 301 and 702(a)(3).

(3) Ninety days after the statement is filed, third parties are conclusively bound for purposes of cutting off the dissociated partner's continuing liability under Section 703(b)(3) for transactions entered into by the partnership after dissociation.