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§ 10-304. Persons erroneously believing themselves limited partners

West's Annotated Code of MarylandCorporations and Associations

West's Annotated Code of Maryland
Corporations and Associations
Title 10. Limited Partnership Act (Refs & Annos)
Subtitle 3. Limited Partners
MD Code, Corporations and Associations, § 10-304
§ 10-304. Persons erroneously believing themselves limited partners
Currentness
Contribution
(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, within 30 days after he knew or should have known of the mistake:
(1) In the case of a person who wishes to be a limited partner, the person causes an appropriate certificate to be executed and filed; or
(2) In the case of a person who wishes to withdraw as a partner from the partnership, the partner takes the necessary action to withdraw.
Knowledge of general partnership
(b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section:
(1) If that person knew or reasonably should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2) If the third party reasonably relied upon the fact that the person was a general partner at the time of the transaction.

Credits

Added by Acts 1981, c. 801, § 2. Amended by Acts 1988, c. 550.
MD Code, Corporations and Associations, § 10-304, MD CORP & ASSNS § 10-304
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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