2003 Minnesota Statutes

     322A.27 Erroneous belief that one is a 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 rights 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 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 described 
 in subsection (a) 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 the person 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. 

    HIST: 1980 c 582 art 5 s 20; 1984 c 448 s 1; 1986 c 430 s 11; 
 1986 c 444