South Dakota Statutes
§ 48-7-304 — Person erroneously believing himself limited partner.
(a)Except as provided in 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 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, he:
(1)Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or (2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
(b)A person who makes a contribution of the kind
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Legislative History
SL 1986, ch 391, §§ 304(a), 304(b).
Nearby Sections
15
§ 48-7-1001
Right of action.§ 48-7-1002
Proper plaintiff.§ 48-7-1003
Pleading.§ 48-7-1004
Expenses.§ 48-7-101
Definitions.§ 48-7-102
Name.§ 48-7-103
Reservation of name.§ 48-7-104
Specified office and agent.§ 48-7-105
Records to be kept.§ 48-7-106
Nature of business.§ 48-7-1101
Construction and application.§ 48-7-1102
Short title.§ 48-7-1103
Severability.