[§425E-306]  Person erroneouslybelieving self to be a limited partner.  (a)  Except as otherwiseprovided in subsection (b), a person that makes an investment in a businessenterprise and erroneously but in good faith believes that the person hasbecome a limited partner in the enterprise shall not be liable for theenterprise's obligations by reason of making the investment, receivingdistributions from the enterprise, or exercising any rights of or appropriateto a limited partner, if, on ascertaining the mistake, the person:

(1)  Causes an appropriate certificate of limitedpartnership, amendment, or certificate of correction to be signed and deliveredto the director for filing; or

(2)  Withdraws from future participation as an ownerin the enterprise by signing and delivering to the director for filing astatement of withdrawal under this section.

(b)  A person that makes an investmentdescribed in subsection (a) shall be liable to the same extent as a generalpartner to any third party that enters into a transaction with the enterprise,believing in good faith that the person is a general partner, before astatement of withdrawal, certificate of limited partnership, amendment, orcertificate of correction is filed with the director to show that the person isnot a general partner.

(c)  If a person makes a diligent effort ingood faith to comply with subsection (a)(1) and is unable to cause theappropriate certificate of limited partnership, amendment, or certificate ofcorrection to be signed and delivered to the director for filing, the personhas the right to withdraw from the enterprise pursuant to subsection (a)(2)even if the withdrawal would otherwise breach an agreement with others that areor have agreed to become co-owners of the enterprise. [L 2003, c 210, pt of §1]