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487.304 Person erroneously believing self to be a limited partner.

1. Except as provided in subsection 2, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person 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, the person does either of the following:

a. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

b. Withdraws from future equity participation in the enterprise.

2. A person who makes a contribution of the kind described in subsection 1 is liable as a general partner to a third party who, believing the person to be a general partner, transacts business with the enterprise before an appropriate certificate is filed and before either of the following:

a. The person withdraws and an appropriate certificate is filed to show the withdrawal.

b. An appropriate certificate is filed to show the person's status as a limited partner and, in the case of an amendment, after expiration of the period for filing the amendment relating to the person as a limited partner under section 487.202.

Section History: Early form

[C24, 27, 31, 35, 39, § 9819; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, § 545.14; 82 Acts, ch 1103, § 304]

Section History: Recent form

C93, § 487.304

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Last update: Mon Jan 27 16:05:08 CST 1997
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