1.__Filing of statement.__After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

2.__Deemed to have notice.__For the purposes of sections 1031 and 1084, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 30 days after it is filed.

Comment

(This is Section 805 of the Uniform Partnership Act (1997).)

1. Section 805 is new. Subsection (a) provides that, after an event of dissolution, any partner who has not wrongfully dissociated may file a statement of dissolution on behalf of the partnership. The filing and recording of a statement of dissolution is optional. The execution, filing, and recording of the statement is governed by Section 105. The legal consequences of filing a statement of dissolution are similar to those of a statement of dissociation under Section 704.

2. Subsection (b) provides that a statement of dissolution cancels a filed statement of partnership authority for the purposes of Section 303(d), thereby terminating any extraordinary grant of authority contained in that statement.

A statement of dissolution also operates as a limitation on authority for the purposes of Section 303(e). That section provides that third parties are deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the statement containing the limitation is recorded with the real estate records. In effect, a properly recorded statement of dissolution restricts the authority of all partners to real property transfers that are appropriate for winding up the business. Thus, third parties must inquire of the partnership whether a contemplated real property transfer is appropriate for winding up. After dissolution, the partnership may, however, file and record a new statement of authority that will bind the partnership under Section 303(d).

3. Subsection (c) operates in conjunction with Sections 301 and 804 to wind down partners' apparent authority after dissolution. It provides that, for purposes of those sections, 90 days after the filing of a statement of dissolution