362.439 Liability of person erroneously believing to be a limited partner.

218 words·~1 min read·/ky/chapter-362/362-439

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(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

he has become a limited partner in the enterprise shall not be a general partner in the

enterprise and shall not be bound by its obligations by reason of making the

contribution, receiving distributions from the enterprise, or exercising any rights of

a limited partner, if, within a reasonable time after ascertaining the mistake he:

(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 by executing and

filing with the Secretary of State a certificate declaring withdrawal under this

section.

(2)A person who makes a contribution of the kind described in subsection

(1)of this

section shall be liable as a general partner to any third party who transacts business

with the enterprise before the person withdraws and an appropriate certificate is

filed to show withdrawal or before an appropriate certificate is filed to show that the

person 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.