Section 121-304. Person erroneously believing himself a limited partner  


Latest version.
  • (a)
      Except  as  provided  in  subdivision  (b) of this section, a person who
      makes a contribution to a limited partnership  and  erroneously  but  in
      good  faith believes that he has become a limited partner in the limited
      partnership is not a general partner in the limited partnership  and  is
      not  bound  by  its  obligations  by  reason of making the contribution,
      receiving distributions from the limited partnership or  exercising  any
      rights of a limited partner, if, on ascertaining the mistake, he:
        (1)  causes  an  accurate  certificate  of  limited  partnership  or a
      certificate of amendment to be executed and filed; or
        (2) withdraws from the partnership by executing and delivering to  the
      limited  partnership  a  written  notice declaring withdrawal under this
      section.
        (b) A person who  makes  a  contribution  of  the  kind  described  in
      subdivision  (a)  of  this section is liable as a general partner to any
      third party who transacts business  with  the  limited  partnership  (i)
      before  the  person withdraws and an appropriate certificate is filed to
      show withdrawal, or (ii) before an appropriate certificate is  filed  to
      show  that  he  is not a general partner, but in either case only if the
      third party  reasonably  believed,  based  upon  the  limited  partner's
      conduct,  that  the  limited  partner was a general partner and extended
      credit to the partnership in reasonable reliance on the credit  of  such
      person.