This provision defines when a person knows or has notice of a fact, how notice can be given, and when certain partnership filings are treated as noticed.
(a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it; (3) has reason to know the fact from all of the facts known to the person at the time in question; or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies or gives notice to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (d) A person is deemed to have notice of a partnership’s: (1) statement of partnership, 90 days after a statement of partnership under Section 10A-8A-2.02 becomes effective; (2) statement of not for profit partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02 becomes effective; (3) statement of authority, with respect to: (i) authority not involving property and (ii) property other than real property, 90 days after a statement of authority under Section 10A-8A-3.03 becomes effective; and with respect to real property in accordance with Section 10A-8A-3.03(g); (4) statement of denial, with respect to property other than real property, 90 days after a statement of denial under Section 10A-8A-3.04 becomes effective; (5) dissociation, 90 days after a statement of dissociation under Section 10A-9A-7.04 becomes effective; (6) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective; (7) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective; (8) merger or conversion under Article 9 or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective; (9) statement of limited liability partnership, 90 days after a statement of limited liability partnership under Section 10A-8A-10.01 becomes effective; or (10) statement of cancellation, 90 days after a statement of cancellation under Section 10A-8A-10.01 becomes effective. (e) A partner’s knowledge, notice, or receipt of notice of a fact relating to the partnership is effective immediately as knowledge of, notice to, or receipt of notice by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.