Missouri Laws 359.211 – Liability of person erroneously believing himself to be a limited partner — ..
1. Except as provided in subsection 2 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:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
Terms Used In Missouri Laws 359.211
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Contribution: any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. See Missouri Laws 359.011
- General partner: a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Missouri Laws 359.011
- Limited partner: a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Missouri Laws 359.011
- Partner: a limited or general partner. See Missouri Laws 359.011
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation. See Missouri Laws 359.011
- State: a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Missouri Laws 359.011
(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.
2. A person who makes a contribution of the kind described in subsection 1 of this section is liable as a general partner to any third party who transacts business with the enterprise (1) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) 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.