§ 17-14-404 — Person erroneously believing himself limited partner

(a) Except as provided in subsection (b) 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 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:
(i) Causes an appropriate certificate of limited
partnership or a certificate of amendment to be executed and
filed; or
(ii) Withdraws from future equity participation in
the enterprise.
(b) A person who makes a contribution of the kind
described in subsection (a) of this section is liable as a
general partner to any third party who transacts business with
the enterprise:
(i) Before the person withdraws and an appropriate
certificate is filed to show withdrawal; or
(ii) Before an appropriate certificate is filed to
show that he 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.