[§425D-304] Person erroneously believing to be limited partner. (a) Except as provided in subsection (b), 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 right of a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise by executing and filing with the director a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise:
(1) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(2) Before an appropriate certificate is filed to show that the limited partner 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. [L 1989, c 288, pt of §1]