2006 New York Code - Person Erroneously Believing Himself A Limited Partner.



 
    § 121-304. Person erroneously believing himself a limited partner. (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.

Disclaimer: These codes may not be the most recent version. New York may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.