2025 Session Last amended: 1997 session

§ 323A.0304 — Statement of Denial

Plain-Language Summary

A partner or a person listed as a partner can file a statement of denial with the Secretary of State. This statement can deny a person's authority or even deny that they are a partner. The denial acts as a public limitation on authority.

323A.0304 STATEMENT OF DENIAL.

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 323A.0303(b), may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on authority as provided in section 323A.0303(d) and (e).

History:

1997 c 174 art 3 s 15

NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as the original codification.

History: History: 1997 c 174 art 3 s 15

Practical Notes

If you are incorrectly listed as a partner or if a partner is acting beyond their authority, you can file a statement of denial. This is an important tool for protecting yourself from liability for unauthorized actions by someone else. The denial becomes part of the public record and limits the authority that was previously granted.

Source: Minnesota Office of the Revisor of Statutes