29-320. Person erroneously believing himself
limited partner
A. Except as provided in subsection B, a person who makes a contribution to a
business enterprise and erroneously but in good faith believes that he has become a
limited partner in the enterprise is not a general partner in the enterprise and is not
bound by its obligations by reason of making the contribution, receiving distributions
from the enterprise or exercising any rights of a limited partner if, on ascertaining the
mistake, he:
1. Causes an appropriate certificate of limited partnership or a certificate of
amendment to be executed and filed; or
2. Withdraws from future equity participation in the enterprise by executing and
filing in the office of the secretary of state a certificate declaring withdrawal under
this section.
B. A person who makes a contribution of the kind described in subsection A is
liable as a general partner to any third party who transacts business with the
enterprise:
1. Before the person withdraws and an appropriate certificate is filed to show
withdrawal; or
2. Before an appropriate certificate is filed to show that he is not a general
partner, but in either case only if the third party actually believed in good faith that
the person was a general partner at the time of the transaction.
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