2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 3 - Limited Partners
§ 14-9-304. Person erroneously believing himself limited partner

• (a) Except as provided in subsection (b) of this Code section, and, as between the parties to the business enterprise, except as provided in their agreement, a person who makes a contribution to a business enterprise and erroneously 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 right 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 in accordance with Code Sections 14-9-204 through 14-9-206; or

  • (2) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled "Filing Pursuant to Paragraph (2) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated" that sets forth:

    • (A) The name of the limited partnership;

    • (B) The name and mailing address of the person signing the writing;

    • (C) That the person signing the writing acquired a limited partnership interest in the partnership;

    • (D) That the person signing the writing has done one or both of the following:

      • (i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter;

      • (ii) Instituted a proceeding pursuant to Code Section 14-9-205, which proceeding has not been concluded; and

    • (E) That the writing is being filed pursuant to paragraph (2) of subsection (a) of this Code section, and that the person signing the writing is claiming that he is not a general partner of the limited partnership named in the writing; or

  • (3) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled "Filing Pursuant to Paragraph (3) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated" that sets forth the information described in subparagraphs (A) through (C) of paragraph (2) of this subsection and the following additional information:

    • (A) That the person signing the writing has renounced future equity participation in the enterprise; and

    • (B) That the writing is being filed pursuant to this paragraph, and that the person signing the writing is claiming status as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this subsection.

• (b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner, irrespective of whether the enterprise is a general partnership, to any third party who transacts business with the enterprise prior to the occurrence of the earliest of the events referred to in subsection (a) of this Code section:

  • (1) If the contributor knew either that no certificate of limited partnership had been filed or that the certificate inaccurately referred to the contributor as a general partner; and

  • (2) If the third party reasonably believed that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.

• (c) More than one party claiming limited partnership status under this Code section may sign the writing to be filed pursuant to subsection (a) of this Code section.

Code 1981, § 14-9-304, enacted by Ga. L. 1988, p. 1016, § 1.