Section 20. (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 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
(2) withdraws from future equity participation in the enterprise by executing and filing in the office of the state secretary 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 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.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 109 - Limited Partnership
Section 2 - Name of Limited Partnership; Requirements
Section 3 - Reservation of Name
Section 4 - Office and Agent for Service of Process
Section 6 - Business of Partnership
Section 7 - Partners Transacting Business With Partnership
Section 9 - Amendment to Certificate
Section 10 - Cancellation of Certificate
Section 11 - Execution of Certificates
Section 12 - Execution of Certificate Ordered by Court
Section 13 - Filing of Certificates
Section 14 - False Statements in Certificates; Damages
Section 16 - Delivery of Certificates to Limited Partners
Section 16a - Consolidation or Merger
Section 18 - Right to Vote of Limited Partners
Section 19 - Liability of Limited Partners
Section 20 - Person Erroneously Believing Himself Limited Partner
Section 21 - Records; Rights of Limited Partners
Section 22 - Additional General Partners
Section 23 - Cessation of General Partner Status
Section 24 - Rights, Powers and Liabilities of General Partners
Section 25 - Contributions by General Partner
Section 26 - Right to Vote of General Partners
Section 27 - Form of Partner's Contribution
Section 28 - Obligation to Contribute
Section 29 - Allocation of Profits and Losses
Section 30 - Distributions of Cash or Other Assets
Section 31 - Interim Distributions
Section 32 - Withdrawal of General Partner
Section 33 - Withdrawal of Limited Partner
Section 34 - Distribution to Partner Upon Withdrawal
Section 35 - Distribution in Kind
Section 36 - Right to Distribution
Section 37 - Limitations on Distribution
Section 38 - Liability Upon Return of Contribution
Section 39 - Nature of Partnership Interest
Section 40 - Assignment of Partnership Interest
Section 41 - Rights of Judgment Creditor
Section 42 - Assignee Becoming Limited Partner
Section 43 - Death or Incompetency of Partner; Power to Settle Estate or Administer Property
Section 44 - Nonjudicial Dissolution
Section 45 - Judicial Dissolution
Section 46 - Winding Up Partnership Affairs
Section 47 - Distribution of Assets Following Winding Up
Section 48 - Foreign Limited Partnerships; Liability of Partners and Agents; Law Governing
Section 49 - Registration of Foreign Limited Partnership
Section 50 - Approval of Registration of Foreign Limited Partnership; Fee; Records
Section 51 - Name of Foreign Limited Partnership
Section 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal
Section 56 - Right of Action by Limited Partner
Section 59 - Expenses in Successful Action
Section 60 - Construction and Application of Chapter
Section 62 - Cases Not Provided for by Chapter
Section 63 - Annual Report; Fee
Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs