(1) Except as provided in subsection (2) of this section, 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 causes an appropriate certificate of limited partnership or a certificate of amendment to be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title.
(2) A person who makes a contribution of the kind described in subsection (1) of this section is liable as a general partner to any third party who transacts business with the enterprise before an appropriate certificate is filed in the records of the secretary of state to show that the person is not a general partner, but only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Source: L. 81: Entire article added, p. 441, § 1, effective November 1. L. 86: (2) amended, p. 454, § 17, effective July 1. L. 2002: (1) amended, p. 1823, § 44, effective July 1; (1) amended, p. 1687, § 42, effective October 1. L. 2003: Entire section amended, p. 2245, § 135, effective July 1, 2004. L. 2004: Entire section amended, p. 1442, § 131, effective July 1.