§59‑304. Person erroneously believing himself limited partner.
(a) Except as providedin subsection (b), a person who makes a contribution to a business enterpriseand erroneously but in good faith believes that the person has become a limitedpartner in the enterprise is not a general partner in the enterprise and is notbound by its obligations by reason of making the contribution, receivingdistributions from the enterprise, or exercising any rights of a limitedpartner, if, on ascertaining the mistake, he:
(1) Causes anappropriate certificate of limited partnership [or] certificate of amendment tobe executed and filed; or
(2) Withdraws fromfuture equity participation in the enterprise.
(b) A person who makesa contribution of the kind described in subsection (a) of this section isliable as a general partner to any third party who transacts business with theenterprise in the case in which:
(1) The third partyactually believed in good faith that the person was a general partner at thetime of the transaction; and
(2) The third partytransacted business with the enterprise before either:
a. An appropriatecertificate has been filed pursuant to subsection (a) of this section toreflect that the person is not a general partner; or
b. The person has givennotice to the partnership of withdrawal from future equity participation andbefore the withdrawal was effective. (1985 (Reg. Sess., 1986), c.989, s. 2; 1999‑362, s. 19.)
§59‑304. Person erroneously believing himself limited partner.
(a) Except as providedin subsection (b), a person who makes a contribution to a business enterpriseand erroneously but in good faith believes that the person has become a limitedpartner in the enterprise is not a general partner in the enterprise and is notbound by its obligations by reason of making the contribution, receivingdistributions from the enterprise, or exercising any rights of a limitedpartner, if, on ascertaining the mistake, he:
(1) Causes anappropriate certificate of limited partnership [or] certificate of amendment tobe executed and filed; or
(2) Withdraws fromfuture equity participation in the enterprise.
(b) A person who makesa contribution of the kind described in subsection (a) of this section isliable as a general partner to any third party who transacts business with theenterprise in the case in which:
(1) The third partyactually believed in good faith that the person was a general partner at thetime of the transaction; and
(2) The third partytransacted business with the enterprise before either:
a. An appropriatecertificate has been filed pursuant to subsection (a) of this section toreflect that the person is not a general partner; or
b. The person has givennotice to the partnership of withdrawal from future equity participation andbefore the withdrawal was effective. (1985 (Reg. Sess., 1986), c.989, s. 2; 1999‑362, s. 19.)
§59‑304. Person erroneously believing himself limited partner.
(a) Except as providedin subsection (b), a person who makes a contribution to a business enterpriseand erroneously but in good faith believes that the person has become a limitedpartner in the enterprise is not a general partner in the enterprise and is notbound by its obligations by reason of making the contribution, receivingdistributions from the enterprise, or exercising any rights of a limitedpartner, if, on ascertaining the mistake, he:
(1) Causes anappropriate certificate of limited partnership [or] certificate of amendment tobe executed and filed; or
(2) Withdraws fromfuture equity participation in the enterprise.
(b) A person who makesa contribution of the kind described in subsection (a) of this section isliable as a general partner to any third party who transacts business with theenterprise in the case in which:
(1) The third partyactually believed in good faith that the person was a general partner at thetime of the transaction; and
(2) The third partytransacted business with the enterprise before either:
a. An appropriatecertificate has been filed pursuant to subsection (a) of this section toreflect that the person is not a general partner; or
b. The person has givennotice to the partnership of withdrawal from future equity participation andbefore the withdrawal was effective. (1985 (Reg. Sess., 1986), c.989, s. 2; 1999‑362, s. 19.)
