17-14-404. Person erroneously believing himself limited partner.
(a) Except as provided in subsection (b) of this section, 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:
(i) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(ii) Withdraws from future equity participation in the enterprise.
(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise:
(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 actually believed in good faith that the person was a general partner at the time of the transaction.
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