New York § 121-304 Person erroneously believing himself a limited partner

New York Statutes

§ 121-304 — Person erroneously believing himself a limited partner

New York § 121-304

Law PTRPartnership

Art. 8-ARevised Limited Partnership Act

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Bluebook

N.Y. Partnership § 121-304 (2026).

Text

§ 121-304. Person erroneously believing himself a limited partner.

(a)\nExcept as provided in subdivision (b) of this section, a person who\nmakes a contribution to a limited partnership and erroneously but in\ngood faith believes that he has become a limited partner in the limited\npartnership is not a general partner in the limited partnership and is\nnot bound by its obligations by reason of making the contribution,\nreceiving distributions from the limited partnership or exercising any\nrights of a limited partner, if, on ascertaining the mistake, he:\n (1) causes an accurate certificate of limited partnership or a\ncertificate of amendment to be executed and filed; or\n (2) withdraws from the partnership by executing and delivering to the\nlimited partnership a written notice decl

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§ 121-304. Person erroneously believing himself a limited partner. (a)\nExcept as provided in subdivision (b) of this section, a person who\nmakes a contribution to a limited partnership and erroneously but in\ngood faith believes that he has become a limited partner in the limited\npartnership is not a general partner in the limited partnership and is\nnot bound by its obligations by reason of making the contribution,\nreceiving distributions from the limited partnership or exercising any\nrights of a limited partner, if, on ascertaining the mistake, he:\n (1) causes an accurate certificate of limited partnership or a\ncertificate of amendment to be executed and filed; or\n (2) withdraws from the partnership by executing and delivering to the\nlimited partnership a written notice declaring withdrawal under this\nsection.\n (b) A person who makes a contribution of the kind described in\nsubdivision (a) of this section is liable as a general partner to any\nthird party who transacts business with the limited partnership (i)\nbefore the person withdraws and an appropriate certificate is filed to\nshow withdrawal, or (ii) before an appropriate certificate is filed to\nshow that he is not a general partner, but in either case only if the\nthird party reasonably believed, based upon the limited partner's\nconduct, that the limited partner was a general partner and extended\ncredit to the partnership in reasonable reliance on the credit of such\nperson.\n