359.211. Liability of person erroneously believing himself to be a limited partner--certificate of withdrawal. - Missouri Statutes

Liability of person erroneously believing himself to be a limitedpartner--certificate of withdrawal.

359.211. 1. Except as provided in subsection 2 of thissection, a person who makes a contribution to a businessenterprise and erroneously but in good faith believes that hehas become a limited partner in the enterprise is not a generalpartner in the enterprise and is not bound by its obligations byreason of making the contribution, receiving distributions fromthe enterprise, or exercising any rights of a limited partner,if, on ascertaining the mistake, he:

(1) Causes an appropriate certificate of limitedpartnership or a certificate of amendment to be executed andfiled; or

(2) Withdraws from future equity participation in theenterprise by executing and filing in the office of thesecretary of state a certificate declaring withdrawal under thissection.

2. A person who makes a contribution of the kind describedin subsection 1 of this section is liable as a general partnerto any third party who transacts business with the enterprise(1) before the person withdraws and an appropriate certificateis filed to show withdrawal, or (2) before an appropriatecertificate is filed to show that he is not a general partner,but in either case only if the third party actually believed ingood faith that the person was a general partner at the time ofthe transaction.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)